Common use of Limitation on Rights of Certificateholders Clause in Contracts

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Certificateholder’s legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust FundTrust, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Securities Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein providedprovided herein, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of the Voting Rights evidenced by the each Class of Certificates affected thereby shall also have made written request to upon the Trustee or the Trust Securities Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Securities Administrator hereunder and shall have offered to the Trust Securities Administrator such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Securities Administrator, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust Securities Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0811.03, each and every Certificateholder and the Trustee and the Trust Securities Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of an Event of Default, or of a default by the Seller or the Trust Administrator a written notice Trustee in the performance of a Master Servicer Event of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of an Event of Default, or of a default by the Seller or the Trust Administrator a written notice Trustee in the performance of a Master Servicer Event of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25entitled to at least 51% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Certificateholder’s 's legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created herebyby this Agreement, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided hereinin this Agreement) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth in this Agreement or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereofof this Agreement. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer an Event of Termination Default and of the continuance thereof, as herein providedprovided in this Agreement, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided in this Agreement and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyby this Agreement, nor entitle such Certificateholder’s 's legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto to this Agreement or any of them. No Certificateholder shall have any right to vote (except as provided hereinin this Agreement) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties heretoto this Agreement, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason because of any action taken by the parties to this Agreement pursuant to any provision hereofof this Agreement. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer an Event of Termination Default and of the continuance thereof, as herein providedprovided in this Agreement, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such any relief as that can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of any of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Holder previously shall have given to the Trustee or the and Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless (ii) the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or and the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trustee or the Trust Administrator Administrator, as applicable, such reasonable indemnity as satisfactory to it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 15 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and Certificateholder, the Trustee or and the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and Certificateholder, the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyby this Agreement, nor entitle such Certificateholder’s 's legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto to this Agreement or any of them. No Certificateholder shall have any right to vote (except as provided hereinin this Agreement) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties heretoto this Agreement, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason because of any action taken by the parties to this Agreement pursuant to any provision hereofof this Agreement. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer an Event of Termination Default and of the continuance thereof, as herein providedprovided in this Agreement, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such any relief as that can be given either at law or in equity. As long as any Voting Rights are held by parties other than the Seller, its Affiliates, or its agents, Voting Rights of Certificates held by the Seller, its Affiliates or its agents as the Seller shall certify to the Trustee upon any such entity obtaining such ownership will be excluded from participating in such voting arrangements, and excluded from determining the 25% threshold.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Certificateholder’s 's legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or the Trust Administrator hereunder and shall have offered to the Trustee or the Trust Administrator such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this the Trust Agreement or the trust created herebyTrust, nor entitle such Certificateholder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust FundTrust, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this the Trust Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this the Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Trust Agreement or any Sale Agreement, Servicing Agreement, Custody Agreement or Assignment Agreement, unless such Holder previously shall have given to the Trustee or the Trust Securities Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Securities Administrator to institute such action, suit or proceeding in its own name as Trustee or Securities Administrator under the Trust Administrator hereunder Agreement and shall have offered to the Trust Securities Administrator such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Securities Administrator, for 60 15 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust Securities Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this the Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this the Trust Agreement, except in the manner herein therein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder Certificateholder, the Master Servicer, the Securities Administrator and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of any of the parties hereto or any of them. hereto. (b) No Certificateholder shall have any right to vote (except as expressly provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or and the Trust Administrator Insurer a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates of any Class evidencing in the aggregate not less than 25% of the Voting Rights evidenced by the Certificates related Percentage Interests of such Class, shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or Insurer shall have given its written consent and the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; proceeding it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates of any Class shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificatessuch Certificates of such Class or any other Class, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of Certificateholders of such Class or all CertificateholdersClasses, as the case may be. For the protection and enforcement of the provisions of this Section 11.0811.03, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of an Event of Default, or of a default by the Sponsor or the Trust Administrator a written notice Trustee in the performance of a Master Servicer Event of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25entitled to at least 51% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may reasonably require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of an Event of Default, or of a default by the Sponsor or the Trust Administrator a written notice Trustee in the performance of a Master Servicer Event of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25entitled to at least 51% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and Certificateholder, the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder or Pari Passu Companion Loan Holder shall not operate to terminate this Agreement or the trust created herebyTrust, nor entitle such Certificateholder’s or Pari Passu Companion Loan Holder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . (b) No Certificateholder or Pari Passu Companion Loan Holder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders and/or Pari Passu Companion Loan Holders from time to time as partners or members of an association; nor shall any Certificateholder or Pari Passu Companion Loan Holder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder or Pari Passu Companion Loan Holder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law against any party hereto upon or under or with respect to this Agreement, or any Borrower upon or under or with respect to any Mortgage Loan, unless such Holder Person previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination default hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also (except in the case of a default by the Trustee) the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by (in the Certificates case of a Certificateholder) or the related Pari Passu Companion Loan Holder(s), as the case may be, shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as satisfactory to it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the any other Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder (which priority or preference is not otherwise provided for herein), or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0812.03, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder or Pari Passu Companion Loan Holder shall not operate to terminate this Agreement or the trust created herebyTrust, nor entitle such Certificateholder’s or Pari Passu Companion Loan Holder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . (b) No Certificateholder or Pari Passu Companion Loan Holder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders and/or Pari Passu Companion Loan Holders from time to time as partners or members of an association; nor shall any Certificateholder or Pari Passu Companion Loan Holder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder or Pari Passu Companion Loan Holder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law against any party hereto upon or under or with respect to this Agreement, or any Borrower upon or under or with respect to any Mortgage Loan, unless such Holder Person previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination default hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also (except in the case of a default by the Trustee) the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by (in the Certificates case of a Certificateholder) or the related Pari Passu Companion Loan Holder(s), as the case may be, shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the any other Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder (which priority or preference is not otherwise provided for herein), or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0812.03, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Certificateholder’s 's legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or the Trust Administrator hereunder and shall have offered to the Trustee or the Trust Administrator such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this the Trust Agreement or the trust created herebyTrust, nor entitle such Certificateholder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust FundTrust, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this the Trust Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this the Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Trust Agreement or any Sale Agreement, Servicing Agreement, Custodial Agreement or Assignment Agreement, unless such Holder previously shall have given to the Trustee or the Trust Securities Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Securities Administrator to institute such action, suit or proceeding in its own name as Trustee or Securities Administrator under the Trust Administrator hereunder Agreement and shall have offered to the Trust Securities Administrator such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Securities Administrator, for 60 15 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust Securities Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this the Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this the Trust Agreement, except in the manner herein therein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder Certificateholder, the Master Servicer, the Securities Administrator and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this the Trust Agreement or the trust created herebyTrust, nor entitle such Certificateholder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust FundTrust, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this the Trust Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this the Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Trust Agreement or any Sale Agreement, Servicing Agreement, Custody Agreement or Assignment Agreement, unless such Holder previously shall have given to the Trustee or the Trust Securities Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Securities Administrator to institute such action, suit or proceeding in its own name as Trustee or Securities Administrator under the Trust Administrator hereunder Agreement and shall have offered to the Trust Securities Administrator such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Securities Administrator, for 60 fifteen (15) days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust Securities Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this the Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this the Trust Agreement, except in the manner herein therein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder Certificateholder, the Master Servicer, the Securities Administrator and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement Agreement, the REMIC I Trust Fund or the trust created herebyREMIC II Trust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding winding-up of the trust created herebyREMIC I Trust Fund or the REMIC II Trust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise to control the operation and management of the REMIC I Trust Fund, Fund or the REMIC II Trust Fund or the obligations of the parties heretohereto (except as provided in Section 5.09, Section 7.01, Section 8.01, Section 8.02, Section 8.07, Section 10.01 and this Section 10.03), nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of the Voting Rights evidenced by the Certificates REMIC II Trust Fund shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; . However, the Trustee is under no obligation to exercise any of the extraordinary trusts or powers vested in it being by this Agreement or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders unless such Certificateholders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.03, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of any of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or and the Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or and the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trustee and the Trust Administrator such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 15 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or and the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and Certificateholder, the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided hereinin Section 10.01) or in any manner otherwise control the operation and management of the Trust Fund, Fund or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners (except to the extent provided in Code Section 860F(e) with respect to Holders of Residual Certificates) or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, thereof as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25% the Required Amount of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.03, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Certificateholder’s legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0812.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the trust created herebyTrust, nor (ii) entitle such Certificateholder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created hereby, Trust or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Except as expressly provided for herein, no Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust FundTrust, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or and the Trust Administrator Certificate Insurer a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced (excluding any Certificates held by the Certificates Seller, the Servicer or any Affiliate) thereof shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 15 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08, 11.03 each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Certificateholder’s 's legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer an Event of Termination Default and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates Certificates, and the Certificate Insurer, shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust Trust created hereby, nor entitle such Certificateholder’s 's legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust Trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Securities Administrator a written notice of a Master Servicer an Event of Termination Default and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Securities Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Securities Administrator hereunder and shall have offered to the Trust Securities Administrator such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust Securities Administrator, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust Securities Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0812.07, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement Agreement, the Trust or the trust created herebyany REMIC established pursuant to Section 3.01, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust or any REMIC established pursuant to this Agreement, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fundor any REMIC established pursuant to this Agreement, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing Voting Interests represented by all Certificates (or all affected Certificates, as appropriate) aggregating not less than 2551% shall have obtained the prior written consent of the Voting Rights evidenced by the Certificates shall also have Certificate Insurer and made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder Certificateholder, the Trustee, and the Trustee or the Trust Administrator, Certificate Insurer that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder Certificateholder, the Certificate Insurer and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of an Event of Default, or of a default by the Seller or the Trust Administrator a written notice Trustee in the performance of a Master Servicer Event of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25entitled to at least 51% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Certificateholder’s legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Servicer Event of Default or a Master Servicer Event of Termination and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created herebyTrust Fund, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee Master Servicer or the Trust Administrator Trustee, a written notice of a Servicer Default or Master Servicer Event of Termination Default and of the continuance thereof, as herein hereinbefore provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator Trustee, hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity satisfactory to it as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder Certificateholder, the Securities Administrator and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08, each and every Certificateholder and Certificateholder, the Securities Administrator or the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of an Event of Default, or of a default by the Seller or the Trust Administrator a written notice Trustee in the performance of a Master Servicer Event of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25entitled to at least 51% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may reasonably require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of an Event of Default, or of a default by the Sponsor or the Trust Administrator a written notice Trustee in the performance of a Master Servicer Event of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25entitled to at least 51% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . (b) No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event default by the Depositor or the Trustee in the performance of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25entitled to at least 33% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement Agreement, or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event default by the Depositor or the Trustee in the performance of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than Percentage Interests in each Class of Regular Certificates aggregating at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholdersprovided. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of an Event of Default, or of a default by the Sponsor or the Trust Administrator a written notice Trustee in the performance of a Master Servicer Event of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of uof the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of an Event of Default, or of a default by the Seller or the Trust Administrator a written notice Trustee in the performance of a Master Servicer Event of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25entitled to at least 51% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this the Trust Agreement or the trust created herebyTrust, nor entitle such Certificateholder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust FundTrust, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this the Trust Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this the Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Trust Agreement or any Sale Agreement, Servicing Agreement, Custodial Agreement or Assignment Agreement, unless such Holder previously shall have given to the Trustee or the Trust Securities Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Securities Administrator to institute such action, suit or proceeding in its own name as Trustee or Securities Administrator under the Trust Administrator hereunder Agreement and shall have offered to the Trust Securities Administrator such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Securities Administrator, for 60 15 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust Securities Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this the Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this the Trust Agreement, except in the manner herein therein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder Certificateholder, the Securities Administrator and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Certificateholder’s legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or the Trust Administrator hereunder and shall have offered to the Trustee or the Trust Administrator such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the trust created herebyTrust, nor (ii) entitle such Certificateholder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created hereby, Trust or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Except as expressly provided for herein, no Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust FundTrust, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or and the Trust Administrator Certificate Insurer a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced (excluding any Certificates held by the Certificates Seller, the Master Servicer or any Affiliate) thereof shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 15 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08, 11.03 each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of any of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Holder previously shall have given to the Trustee or the and Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless (ii) the Holders of Certificates evidencing not less than 25entitled to at least [__]% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or and the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trustee or the Trust Administrator Administrator, as applicable, such reasonable indemnity as satisfactory to it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 15 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and Certificateholder, the Trustee or and the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and Certificateholder, the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of any of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Holder previously shall have given to the Trustee or and the Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless (ii) the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or and the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trustee or the Trust Administrator Administrator, as applicable, such reasonable indemnity as satisfactory to it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 15 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and Certificateholder, the Trustee or and the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and Certificateholder, the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyGrantor Trust, nor entitle such Certificateholder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyGrantor Trust, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder . (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust FundGrantor Trust, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder Certificateholders be under any liability to any third party Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or upon, under or with respect to this Agreement, Agreement against the Depositor or any successor to any such parties unless (i) such Holder Certificateholder previously shall have given to the Grantor Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination and of the continuance thereofcontinuing default, as herein provided, and unless (ii) the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates Majority Certificateholders shall also have made written request to upon the Grantor Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Grantor Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Grantor Trustee such reasonable indemnity as it may require satisfactory to the Grantor Trustee against the costs, expenses, costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee or the Trust AdministratorGrantor Trustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended. (d) Except to the extent expressly provided by this Agreement, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust Administrator, that no one or more Holders of Certificates Certificateholders shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice affect the rights of the Holders of any other of the Certificates, Certificateholders or to obtain or seek to obtain priority over or preference to over any other such Holder Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.089.04, each and every Certificateholder and the Grantor Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any a Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust, or nor otherwise affect the rights, obligations obligations, and liabilities of the parties hereto to this Agreement or any of them. . (b) No Certificateholder shall have any right to vote (except as provided hereinin this Agreement) or in any manner otherwise control the operation and management of the Trust FundTrust, or the obligations of the parties heretoto this Agreement except as expressly set forth herein, nor shall anything herein in this Agreement set forth forth, or contained in the terms of the Certificates Notes or Certificates, be construed so as to constitute the Noteholders or Certificateholders from time to time as partners or members of an association; nor shall any Noteholders or Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. of this Agreement. (c) No Noteholder or Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action action, or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Owner Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request Noteholder or Certificateholder requests in writing to the Owner Trustee or the Trust Administrator to institute such action, suit suit, or proceeding in its own name as Trustee or Trust Administrator hereunder under this Agreement and shall have offered to the Trust Administrator Owner Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorOwner Trustee, for 60 30 days after its receipt of such notice, request request, and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificatessuit, or proceeding and during such 30-day period no direction inconsistent with such written request has been given to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equityOwner Trustee.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to 148 claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of any of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Holder previously shall have given to the Trustee or the and Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless (ii) the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or and the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trustee or the Trust Administrator Administrator, as applicable, such reasonable indemnity as satisfactory to it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 15 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and Certificateholder, the Trustee or and the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and Certificateholder, the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of an Event of Default, or of a default by the Seller or the Trust Administrator a written notice Trustee in the performance of a Master Servicer Event of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of an Event of Default, or of a default by the Sponsor or the Trust Administrator a written notice Trustee in the performance of a Master Servicer Event of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Investor Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust, nor shall such death or incapacity entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . (b) No Investor Certificateholder shall have any right to vote (except as expressly provided hereinin this Agreement) or in any manner otherwise control the operation and management of the Trust FundTrust, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Investor Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Investor Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Investor Certificateholder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination and of the continuance thereof, as herein providedmade, and unless the Holders of Investor Certificates evidencing not less more than 2550% of the Voting Rights evidenced by aggregate unpaid principal amount of all Investor Certificates (or, with respect to any such action, suit or proceeding that does not relate to all Series, 50% of the aggregate unpaid principal amount of the Investor Certificates of all Series to which such action, suit or proceeding relates) shall also have made written made, a request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Investor Certificateholder with every other Investor Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates Investor Certificateholders shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders holders of any other of the Investor Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Investor Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersInvestor Certificateholders except as otherwise expressly provided in this Agreement. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Investor Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Certificateholder’s 's legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Servicer Event of Default or a Master Servicer Event of Termination and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require 152 against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of any of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Holder previously shall have given to the Trustee or and the Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless (ii) the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or and the Trust Administrator to institute such action, suit or proceeding in its own the name as of the Trustee or Trust Administrator hereunder and shall have offered to the Trustee and the Trust Administrator such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 15 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or and the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this the Trust Agreement or the trust created herebyTrust, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust FundTrust, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this the Trust Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this the Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Trust Agreement or any Sale Agreement, Servicing Agreement, Custody Agreement or Assignment Agreement, unless such Holder previously shall have given to the Trustee or the Trust Securities Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25% entitled to at least [25]% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Securities Administrator to institute such action, suit or proceeding in its own name as Trustee or Securities Administrator under the Trust Administrator hereunder Agreement and shall have offered to the Trust Securities Administrator such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Securities Administrator, for 60 [fifteen (15)] days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust Securities Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this the Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this the Trust Agreement, except in the manner herein therein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder Certificateholder, the Master Servicer, the Securities Administrator and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyby this Agreement, nor entitle such Certificateholder’s 's legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto to this Agreement or any of them. No Certificateholder shall have any right to vote (except as provided hereinin this Agreement) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties heretoto this Agreement, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason because of any action taken by the parties to this Agreement pursuant to any provision hereofof this Agreement. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer an Event of Termination Default and of the continuance thereof, as herein providedprovided in this Agreement, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also 110 have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such any relief as that can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided hereinin Section 10.01) or in any manner otherwise control the operation and management of the Trust Fund, Fund or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners (except to the extent provided in Code Section 860F(e) with respect to Holders of Residual Certificates) or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, thereto as herein before provided, and unless also the Holders of Certificates evidencing not less than 25% the Required Amount of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.03, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement Agreement, the Trust Fund or the trust created herebyREMIC II Trust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding winding- up of the trust created herebyTrust Fund or the REMIC II Trust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise to control the operation and management of the Trust Fund, Fund or the REMIC II Trust Fund or the obligations of the parties heretohereto (except as provided in Section 5.09, Section 7.01, Section 8.01, Section 8.02, Section 8.07, Section 10.01 and this Section 10.03), nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of the Voting Rights evidenced by the Certificates REMIC II Trust Fund shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; . However, the Trustee is under no obligation to exercise any of the extraordinary trusts or powers vested in it being by this Agreement or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders unless such Certificateholders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.03, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Certificateholder’s 's legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or and the Trust Administrator a written notice of a Master Servicer Event of Termination and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Administrator (with a copy to the Trustee) to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.08, each and every Certificateholder and Certificateholder, the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of an Event of Default, or of a default by the Seller or the Trust Administrator a written notice Trustee in the performance of a Master Servicer Event of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25entitled to at least 51% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and Certificateholder, the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of any of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any 138 third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Holder previously shall have given to the Trustee or and the Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless (ii) the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or and the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trustee or the Trust Administrator Administrator, as applicable, such reasonable indemnity as satisfactory to it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 15 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and Certificateholder, the Trustee or and the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and Certificateholder, the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of an Event of Default, or of a default by the Seller or the Trust Administrator a written notice Trustee in the performance of a Master Servicer Event of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25entitled to at least 51% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates or the holder of the Excess Servicing Strip shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates or the Certificatesholder of the Excess Servicing Strip, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this the Trust Agreement or the trust created herebyTrust, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust FundTrust, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this the Trust Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this the Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Trust Agreement or any Sale Agreement, Servicing Agreement, Custody Agreement or Assignment Agreement, unless such Holder previously shall have given to the Trustee or the Trust Securities Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Securities Administrator to institute such action, suit or proceeding in its own name as Trustee or Securities Administrator under the Trust Administrator hereunder Agreement and shall have offered to the Trust Securities Administrator such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Securities Administrator, for 60 15 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust Securities Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this the Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this the Trust Agreement, except in the manner herein therein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder Certificateholder, the Master Servicer, the Securities Administrator and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of an Event of Default, or of a default by the Sponsor or the Trust Administrator a written notice Trustee in the performance of a Master Servicer Event of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25entitled to at least 51% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and Certificateholder, the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. 115 No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of an Event of Default, or of a default by the Seller or the Trust Administrator a written notice Trustee in the performance of a Master Servicer Event of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25entitled to at least 51% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of 161 the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of any of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Holder previously shall have given to the Trustee or and the Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless (ii) the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or and the Trust Administrator to institute such action, suit or proceeding in its own the name as of the Trustee or Trust Administrator hereunder and shall have offered to the Trustee and the Trust Administrator such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 15 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or and the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement 118 or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of an Event of Default, or of a default by the Seller or the Trust Administrator a written notice Trustee in the performance of a Master Servicer Event of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25entitled to at least 51% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided hereinin Section 10.01) or in any manner otherwise control the operation and management of the Trust Fund, Fund or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners (except to the extent provided in Code Section 860F(e) with respect to Holders of Residual Certificates) or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, thereof as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25% the Required Amount of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.03, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to 124 any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of an Event of Default, or of a default by the Seller or the Trust Administrator a written notice Trustee in the performance of a Master Servicer Event of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25entitled to at least 51% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of any of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any 117 third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Holder previously shall have given to the Trustee or and the Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless (ii) the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or and the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trustee or the Trust Administrator Administrator, as applicable, such reasonable indemnity as satisfactory to it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 15 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and Certificateholder, the Trustee or and the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and Certificateholder, the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyIssuing Entity, nor entitle such Certificateholder’s legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created herebyIssuing Entity, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death ------------------------------------------ or incapacity of any Investor Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust, nor entitle such Investor Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided hereinin Sections 8.01, 9.01, 9.02, 11.01 and 12.01) or in any manner otherwise control the operation and management of the Trust FundTrust, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders Certificate- holders from time to time as partners or members of an association; nor shall any Investor Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 2551% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0812.03, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity. By accepting its Investor Certificate, each Investor Certificateholder agrees that unless a Credit Enhancer Default exists, the Credit Enhancer shall have the right to exercise all rights of the Investor Certificateholders under this Agreement without any further consent of the Investor Certificateholders.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of any of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator and the Trustee a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trustee or the Trust Administrator Administrator, as applicable, such reasonable indemnity as satisfactory to it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 15 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and Certificateholder, the Trustee or and the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and Certificateholder, the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyby this Agreement, nor entitle such Certificateholder’s 's legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto to this Agreement or any of them. No Certificateholder shall have any right to vote (except as provided hereinin this Agreement) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties heretoto this Agreement, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason because of any action taken by the parties to this Agreement pursuant to any provision hereofof this Agreement. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer an Event 108 of Termination Default and of the continuance thereof, as herein providedprovided in this Agreement, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such any relief as that can be given either at law or in equity. As long as any Voting Rights are held by parties other than the Seller, its Affiliates, or its agents, Voting Rights of Certificates held by the Seller, its Affiliates or its agents will be excluded from participating in such voting arrangements, and excluded from determining the 25% threshold.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Certificateholder’s legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Servicer Event of Default or a Master Servicer Event of Termination and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever Fremont [200 - ] Pooling & Servicing Agreement 173 by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the 156 obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of any of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Holder previously shall have given to the Trustee or and the Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless (ii) the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or and the Trust Administrator to institute such action, suit or proceeding in its own the name as of the Trustee or Trust Administrator hereunder and shall have offered to the Trustee and the Trust Administrator such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 15 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or and the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Investor Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust, nor shall such death or incapac- 143 149 ity entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . (b) No Investor Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided hereinin Section 13.1 hereof) or in any manner otherwise control the operation and management of the Trust FundTrust, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Investor Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given written notice to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination and of the continuance thereof, as herein providedTrustee, and unless the Holders of Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Voting Rights evidenced by Invested Amount of any Series which may be adversely affected but for the Certificates institution of such suit, action or proceeding, shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Certificateholder, 144 150 or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0813.3, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder or Pari Passu Companion Loan Holder shall not operate to terminate this Agreement or the trust created herebyTrust, nor entitle such Certificateholder’s or Pari Passu Companion Loan Holder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding winding-up of the trust created herebyTrust, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . (b) No Certificateholder or Pari Passu Companion Loan Holder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders and/or Pari Passu Companion Loan Holders from time to time as partners or members of an association; nor shall any Certificateholder or Pari Passu Companion Loan Holder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder or Pari Passu Companion Loan Holder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law against any party hereto upon or under or with respect to this Agreement, or any Borrower upon or under or with respect to any Mortgage Loan, unless such Holder Person previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination default hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also (except in the case of a default by the Trustee) the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by (in the Certificates case of a Certificateholder) or the related Pari Passu Companion Loan Holder(s), as the case may be, shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as satisfactory to it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the any other Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder (which priority or preference is not otherwise provided for herein), or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0812.03, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Certificateholder’s legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Securities Administrator a written notice of a Master Servicer an Event of Termination Default and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Securities Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust Securities Administrator, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust Securities Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0812.08, each and every Certificateholder and the Trustee and the Trust Securities Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Certificateholder’s legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or the Trust Administrator hereunder and shall have offered to the Trustee or the Trust Administrator such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Certificateholder’s 's legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Servicer Event of Default or a Master Servicer Event of Termination and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.08, 199 each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement Agreement, the Trust Fund or the trust created herebyREMIC II Trust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding winding-up of the trust created herebyTrust Fund or the REMIC II Trust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise to control the operation and management of the Trust Fund, Fund or the REMIC II Trust Fund or the obligations of the parties heretohereto (except as provided in Section 5.09, Section 7.01, Section 8.01, Section 8.02, Section 8.07, Section 10.01 and this Section 10.03), nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of the Voting Rights evidenced by the Certificates REMIC II Trust Fund shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; . However, the Trustee is under no obligation to exercise any of the extraordinary trusts or powers vested in it being by this Agreement or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders unless such Certificateholders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. It is understood and intended, and being expressly 150 covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.03, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of an Event of Default, or of a default by the Seller or the Trust Administrator a written notice Trustee in the performance of a Master Servicer Event of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25entitled to at least 51% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and Certificateholder, the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. 187 No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of any of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Holder previously shall have given to the Trustee or and the Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless (ii) the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or and the Trust Administrator to institute such action, suit or proceeding in its own the name as of the Trustee or Trust Administrator hereunder and shall have offered to the Trustee and the Trust Administrator such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 15 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or and the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . (b) No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event default by the Depositor or the Trustee in the performance of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25entitled to at least 33% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it the Trustee may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement Agreement, the Trust Fund or the trust created herebyUpper-Tier REMIC or Lower-Tier REMIC, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25representing over 50% of the Voting Rights evidenced by the allocated to each affected Class of Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 15 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates of any Class shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersHolders of Certificates of such Class. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Certificateholder’s legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Servicer Event of Default or a Master Servicer Event of Termination and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.. Fremont 2006-B Pooling & Servicing Agreement

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this 1997-A Securitization Trust Agreement or the trust created hereby1997-A Securitization Trust, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created hereby1997-A Securitization Trust, or nor otherwise affect the rights, obligations and liabilities of the parties hereto to this 1997-A Securitization Trust Agreement or any of them. . (b) No Certificateholder shall have any right to vote (except as provided hereinin Sections 8.02 and 9.01) or in any manner otherwise control the operation and management of the Trust Fund1997-A Securitization Trust, or the obligations of the parties heretoto this 1997-A Securitization Trust Agreement, nor shall anything herein set forth in this 1997-A Securitization Trust Agreement, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. of this 1997-A Securitization Trust Agreement. (c) No Certificateholder shall have any right by virtue or by availing itself of any provisions of this 1997-A Securitization Trust Agreement to institute any suit, action action, or proceeding in equity or at law upon or under or with respect to this Agreement1997-A Securitization Trust Agreement or any other Transaction Document, unless such Holder previously shall have given to the 1997-A Securitization Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Investor Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates aggregate Percentage Interest, shall also have made written request to upon the 1997-A Securitization Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or under this 1997-A Securitization Trust Administrator hereunder Agreement and shall have offered to the Trust Administrator 1997-A Securitization Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator1997-A Securitization Trustee, for 60 30 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit suit, or proceedingproceeding and during such 30-day period, no request or waiver inconsistent with such written request has been given to the 1997-A Securitization Trustee pursuant to this Section; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust Administrator1997-A Securitization Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this 1997-A Securitization Trust Agreement or any other Transaction Document to affect, disturb disturb, or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement1997-A Securitization Trust Agreement or any other Transaction Document, except in the manner herein provided in this 1997-A Securitization Trust Agreement and for the equal, ratable, and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the 1997-A Securitization Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created herebyTrust Fund, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have obtained written consent of the Certificate Insurer and shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer an Event of Termination Default and of the continuance thereof, as herein hereinbefore provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or and the Trust AdministratorCertificate Insurer, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.08, each and every Certificateholder and the Trustee Certificate Insurer and the Trust Administrator Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or ------------------------------------------ incapacity of any Investor Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust, nor entitle such Investor Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided hereinin Sections 8.01, 9.01, 9.02, 11.01 and 12.01) or in any manner otherwise control the operation and management of the Trust FundTrust, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Investor Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 2551% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0812.03, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity. By accepting its Investor Certificate, each Investor Certificateholder agrees that unless a Credit Enhancer Default exists, the Credit Enhancer shall have the right to exercise all rights of the Investor Certificateholders under this Agreement without any further consent of the Investor Certificateholders.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of any of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Certificate Insurer, Trust Administrator and the Trustee a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trustee or the Trust Administrator Administrator, as applicable, such reasonable indemnity as satisfactory to it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 15 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and Certificateholder, the Trustee or and the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and Certificateholder, the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of any of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as 139 partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Holder previously shall have given to the Trustee or and the Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless (ii) the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or and the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or the Trust Administrator hereunder and shall have offered to the Trustee and the Trust Administrator such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or and the Trust Administrator, for 60 15 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or and the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and Certificateholder, the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Certificateholder’s 's legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer an Event of Termination Default and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates Certificates, and the Class A-1 Certificate Insurer, shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death ------------------------------------------ or incapacity of any Investor Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust, nor entitle such Investor Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided hereinin Sections 8.01, 9.01, 9.02, 11.01 and 12.01) or in any manner otherwise control the operation and management of the Trust FundTrust, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Investor Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Investor Certificates evidencing Percentage Interests aggregating not less than 2551% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0812.03, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity. By accepting its Investor Certificate, each Investor Certificateholder agrees that unless a Credit Enhancer Default exists, the Credit Enhancer shall have the right to exercise all rights of the Investor Certificateholders under this Agreement without any further consent of the Investor Certificateholders.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Certificateholder’s 's legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Servicer Event of Default or a Master Servicer Event of Termination and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer an Event of Termination Default, or of a default by the Trustee in the performance of any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25entitled to at least 51% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Certificateholder’s legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Servicer Event of Default or a Master Servicer Event of Termination and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever Fremont [200___-___] Pooling & Servicing Agreement by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Certificateholder’s legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer an Event of Termination Default and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates Certificates, and the Certificate Insurer, shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0810.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability 101 to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of an Event of Default, or of a default by the Seller or the Trust Administrator a written notice Trustee in the performance of a Master Servicer Event of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this the Trust Agreement or the trust created herebyTrust, nor entitle such Certificateholder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust FundTrust, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this the Trust Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this the Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Trust Agreement or any Sale Agreement, Servicing Agreement, Custody Agreement or Assignment Agreement, unless such Holder previously shall have given to the Trustee or the Trust Securities Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or under the Trust Administrator hereunder Agreement and shall have offered to the Trust Administrator such reasonable Trustee indemnity as reasonably satisfactory to it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 fifteen (15) days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust Securities Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this the Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this the Trust Agreement, except in the manner herein therein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder Certificateholder, the Master Servicer, the Securities Administrator and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of an Event of Default, or of a default by the Seller or the Trust Administrator a written notice Trustee in the performance of a Master Servicer Event of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or 72 refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the trust created herebyTrust, nor (ii) entitle such Certificateholder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust, or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Except as expressly provided for herein, no Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust FundTrust, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or and the Trust Administrator Certificate Insurer a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Rights evidenced (excluding any Certificates held by the Certificates Seller, the Master Servicer or any Affiliate) thereof shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 15 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08, 11.03 each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this the Trust Agreement or the trust created herebyTrust, nor entitle such Certificateholder’s legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust FundTrust, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party person by reason of any action taken by the parties to this the Trust Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this the Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Trust Agreement or any Sale Agreement, Servicing Agreement, Custody Agreement or Assignment Agreement, unless such Holder previously shall have given to the Trustee or the Trust Securities Administrator a written notice of a Master Servicer Event of Termination default and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25% entitled to at least [25]% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Securities Administrator to institute such action, suit or proceeding in its own name as Trustee or Securities Administrator under the Trust Administrator hereunder Agreement and shall have offered to the Trust Securities Administrator such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust Securities Administrator, for 60 [fifteen (15)] days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust Securities Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this the Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this the Trust Agreement, except in the manner herein therein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder Certificateholder, the Master Servicer, the Securities Administrator and the [Delaware] Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created herebyTrust Fund, nor entitle such Certificateholder’s 's legal representative representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition partition or winding up of the trust created herebyTrust Fund, or nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth forth, or contained in the terms of the Certificates Certificates, be construed so as to constitute the Certificateholders from time to time as 128 partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a notice of an Event of Default, or of a default by the Seller or the Trust Administrator a written notice Trustee in the performance of a Master Servicer Event of Termination any obligation hereunder, and of the continuance thereof, as herein hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25entitled to at least 51% of the Voting Rights evidenced by the Certificates shall also have made written request to upon the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08Section, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Certificateholder’s 's legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer Event of Termination and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates shall also have made written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or the Trust Administrator hereunder and shall have offered to the Trust Administrator such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust Administrator, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder Certificateholder, the Trust Administrator and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.08, each and every Certificateholder Certificateholder, the Trust Administrator and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Certificateholder’s 's legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee or the Trust Administrator a written notice of a Master Servicer an Event of Termination Default and of the continuance thereof, as herein provided, and unless the Holders of Certificates evidencing not less than 25% of the Voting Rights evidenced by the Certificates Certificates, and the Class A-1 Certificate Insurer, shall also have made 197 written request to the Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Trustee or Trust Administrator hereunder and shall have offered to the Trust Administrator Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Trust AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee or the Trust AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0812.08, each and every Certificateholder and the Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.