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 Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any 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 written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of the Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.3, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any 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 written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of the Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.311.3, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any 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 written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of the Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.311.3, each and every Certificateholder and the Trustee 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 FundTrust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . (b) Except as otherwise expressly provided herein in this Agreement, no Certificateholder, solely by virtue of its status as Certificateholder, Certificateholders shall have any right to vote 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 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 person Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any 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 AgreementAgreement against the Seller, the Master Servicer or any successor to any such parties unless (i) such holder Certificateholder previously shall have given to the Trustee a written notice of default and of the continuance thereofa continuing default, as hereinbefore herein provided, and unless all of (ii) the Holders of Certificates evidencing, in aggregate, evidencing Fractional Undivided Interests aggregating not less than 2551% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, 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, that no . (d) No one or more holders of Certificates Certificateholders shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice affect the rights of the Holders of any other of such Certificates, Certificateholders or to obtain or seek to obtain priority over or preference to over any other such HolderCertificateholder, 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 10.311.04, each and every Certificateholder and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.01 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, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision 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 a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless all of the Holders of Certificates evidencing, in aggregate, not less evidencing Undivided Interests aggregating more than 2550% of the Trust Fund Investor Interest of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 10.313.03, each and every Certificateholder and the Trustee 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 Trust Agreement or the Trust FundTrust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fundapplicable Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue then. (b) No Certificateholder of its status as Certificateholder, a given Series 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 Fundany Trust, 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 person by reason of any action taken by the parties to this Trust Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue Certificateholder of its status as Certificateholder, a given Series shall have any right by virtue or by availing of any provision of this Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Trust Agreement, unless (i) such holder Holder previously shall have given to the Trustee a written notice of default breach and of the continuance thereof, as hereinbefore provided, and unless all of (ii) the Holders of Certificates evidencing, in aggregate, of such Series evidencing not less than 25% the Required Percentage--Remedies of the Trust Fund aggregate Voting Rights of such Series shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 15 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 , and (iv) no direction inconsistent with such written request has been given to the Trustee during such 15-day period by Certificateholders evidencing not less than the Required Percentage--Remedies of the aggregate Voting Rights of such Series. It is understood and intendedagreed that the Trustee shall not be obligated to make any investigation of matters arising under this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Trustee the reasonable indemnity referred to above. It is further understood and agreed, and being expressly covenanted by each Certificateholder of each Series with every other Certificateholder of such Series and the Trustee, that no one or more holders Holders of Certificates of such Series shall have any right in any manner whatever by virtue or by availing of any provision of this Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates of such CertificatesSeries, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Trust Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersCertificateholders of such Series. For the protection and enforcement of the provisions of this Section 10.3Section, each and every Certificateholder and the Trustee 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 FundTrust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fundapplicable Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue then. (b) No Certificateholder of its status as Certificateholder, a given Series 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 Fundany Trust, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue Certificateholder of its status as Certificateholder, a given Series shall have any right by virtue or by availing of any 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 Holder previously shall have given to the Trustee a written notice of default breach and of the continuance thereof, as hereinbefore provided, thereof and unless all of also the Holders of Certificates evidencing, in aggregate, of such Series evidencing not less than 25% the Required Percentage--Remedies of the Trust Fund aggregate Voting Rights of such Series shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 15 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 . It is understood and intendedagreed that the Trustee shall not be obligated to make any investigation of matters arising under this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Trustee the reasonable indemnity referred to above. It is further understood and agreed, and being expressly covenanted by each Certificateholder of each Series with every other Certificateholder of such Series and the Trustee, that no one or more holders Holders of Certificates of such Series shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates of such CertificatesSeries, 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 equal, ratable and common benefit of all CertificateholdersCertificateholders of such Series. For the protection and enforcement of the provisions of this Section 10.3Section, each and every Certificateholder and the Trustee 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 FundTrust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . (b) Except as otherwise expressly provided herein in this Agreement, no Certificateholder, solely by virtue of its status as Certificateholder, Certificateholders shall have any right to vote 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 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 person Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any 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 AgreementAgreement against the Depositor, the Master Servicer, the Securities Administrator or any successor to any such parties unless (i) such holder Certificateholder previously shall have given to the Trustee a written notice of default and of the continuance thereofa continuing default, as hereinbefore herein provided, and unless all of (ii) the Holders of Certificates evidencing, in aggregate, evidencing Fractional Undivided Interests aggregating not less than 2551% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, 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, that no . (d) No one or more holders of Certificates Certificateholders shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice affect the rights of the Holders of any other of such Certificates, Certificateholders or to obtain or seek to obtain priority over or preference to over any other such HolderCertificateholder, 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 10.311.04, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any 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 written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of the Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 sixty (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, that no one or more holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.311.3, each and every Certificateholder and the Trustee 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 FundTrust, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . (b) Except as otherwise expressly provided herein in this Agreement, no Certificateholder, solely by virtue of its status as Certificateholder, Certificateholders shall have any right to vote 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 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 person Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any 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 AgreementAgreement against the Depositor, the Trustee, the Master Servicer or any successor to any such parties unless (i) such holder Certificateholder previously shall have given to the Trustee a written notice of default and of the continuance thereofa continuing default, as hereinbefore herein provided, and unless all of (ii) the Holders of Certificates evidencing, in aggregate, evidencing Fractional Undivided Interests aggregating not less than 2551% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, 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, that no . (d) No one or more holders of Certificates Certificateholders shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice affect the rights of the Holders of any other of such Certificates, Certificateholders or to obtain or seek to obtain priority over or preference to over any other such HolderCertificateholder, 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 10.311.04, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust FundTrust, nor entitle such Certificateholder's ’s legal representatives representative or heirs to claim an accounting or to take any action or to commence any proceeding in any court for a partition petition or winding up of the Trust FundTrust, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no 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 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 Certificateholders be under any liability to any third person party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right by virtue or by availing itself of any provision 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 Holder previously shall have given to the Trustee a written notice of default a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and of the continuance thereof, as hereinbefore herein before provided, and unless all of the Holders of Certificates evidencing, in aggregate, aggregating not less than 25% of the Trust Fund Voting Rights of the Certificates shall also have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Trustee, 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, Holder except as provided herein with respect to entitlement to payments 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 10.3Section, each and every Certificateholder and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in 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, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision 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 to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless all of the Holders of Certificates evidencing, in aggregate, not less evidencing Undivided Interests aggregating more than 2550% of the Trust Fund Investor Interest of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 10.313.3, each and every Certificateholder and the ------------ 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 Certificateholder shall not operate to terminate this Agreement or the Trust FundTrust, nor entitle such Certificateholder's ’s legal representatives representative or heirs to claim an accounting or to take any action or to commence any proceeding in any court for a partition petition or winding up of the Trust FundTrust, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no 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 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 Certificateholders be under any liability to any third person party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right by virtue or by availing itself of any provision 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 Holder previously shall have given to the Trustee a written notice of default a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and of the continuance thereof, as hereinbefore herein before provided, and unless all of the Holders of Certificates evidencing, in aggregate, aggregating not less than 25% of the Trust Fund Voting Rights of the Certificates shall also have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, Holder except as provided herein with respect to entitlement to payments 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 10.3Section, each and every Certificateholder and the Trustee 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 FundTrust, nor or entitle such the Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor or otherwise affect the rights, obligations obligations, and liabilities of the parties hereto to this Agreement or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (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 FundTrust, or the obligations of the parties heretoto this Agreement, nor shall anything herein set forthforth in this Agreement, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time holders as partners or members of an association, ; nor shall any Certificateholder be under any liability to any third person party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. of this Agreement. (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing itself of any provision 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 Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless all the holders of the Holders of Certificates evidencing, in aggregate, evidencing not less than 25% a majority of the Trust Fund aggregate outstanding principal balance of the Class A Certificates and the Class B Certificates taken together as a single class shall have made written request upon the Trustee to institute such action, suit suit, or proceeding in its own name as Trustee hereunder under this Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Trustee, for 60 30 days after its receipt of such notice, request 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, holder or to enforce any right right, under this Agreement, except in the manner herein provided in this Agreement and for the equal, ratable, and common benefit of all Class A Certificateholders or Class B Certificateholders, as the case may be. For the protection and enforcement of the provisions of this Section 10.312.3, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any 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 written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of the Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.312.3, each and every Certificateholder and the Trustee 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 Trust Agreement or the Trust FundTrust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fundapplicable Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue . (b) No Certificateholder of its status as Certificateholder, a given Series 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 Fundany Trust, 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 person by reason of any action taken by the parties to this Trust Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue Certificateholder of its status as Certificateholder, a given Series shall have any right by virtue or by availing of any provision of this Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Trust Agreement, unless (i) such holder Holder previously shall have given to the Trustee a written notice of default breach and of the continuance thereof, as hereinbefore provided, and unless all of (ii) the Holders of Certificates evidencing, in aggregate, of such Series evidencing not less than 25% the Required Percentage--Remedies of the Trust Fund aggregate Voting Rights of such Series shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 15 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 , and (iv) no direction inconsistent with such written request has been given to the Trustee during such 15-day period by Certificateholders evidencing not less than the Required Percentage--Remedies of the aggregate Voting Rights of such Series. It is understood and intendedagreed that the Trustee shall not be obligated to make any investigation of matters arising under this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Trustee the reasonable security or indemnity referred to above. It is further understood and agreed, and being expressly covenanted by each Certificateholder of each Series with every other Certificateholder of such Series and the Trustee, that no one or more holders Holders of Certificates of such Series shall have any right in any manner whatever by virtue or by availing of any provision of this Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates of such CertificatesSeries, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Trust Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersCertificateholders of such Series. For the protection and enforcement of the provisions of this Section 10.3Section, each and every Certificateholder and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Investor 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 Investor Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Investor Certificateholder shall have any right by virtue or by availing of any provision 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 notice to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless all of the Holders of Certificates evidencing, in aggregate, not less evidencing Undivided Interests aggregating more than 2566-2/3% of the Trust Fund Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 10.313.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Each Certificate Owner by its acquisition of a Book Entry Certificate shall be deemed to have consented to the provisions of this Section 13.3.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust FundTrust, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fundapplicable Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue then. (b) No Certificateholder of its status as Certificateholder, a given Series 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 Fundany Trust, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue Certificateholder of its status as Certificateholder, a given Series shall have any right by virtue or by availing of any 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 Holder previously shall have given to the Trustee a written notice of default breach and of the continuance thereof, as hereinbefore provided, thereof and unless all of also the Holders of Certificates evidencing, in aggregate, of such Series evidencing not less than 25% the Required Percentage--Remedies of the Trust Fund aggregate Voting Rights of such Series shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 15 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 . It is understood and intendedagreed that the Trustee shall not be obligated to make any investigation of matters arising under this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Trustee the reasonable indemnity referred to above. It is further understood and agreed, and being expressly covenanted by each Certificateholder of each Series with every other Certificateholder of such Series and the Trustee, that no one or more holders Holders of Certificates of such Series shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates of such CertificatesSeries, 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 equal, ratable and common benefit of all CertificateholdersCertificateholders of such Series. For the protection and enforcement of the provisions of this Section 10.3Section, each and every Certificateholder and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's legal representatives or heirs to claim an at accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Investor 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 Investor Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Investor Certificateholder shall have any right by virtue or by availing of any provision 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 notice to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless all of the Holders of Certificates evidencing, in aggregate, not less evidencing Undivided Interests aggregating more than 2566-2/3% of the Trust Fund Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 10.313.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Each Certificate Owner by its acquisition of a Book Entry Certificate shall be deemed to have consented to the provisions of this Section 13.03.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust FundTrust, nor shall such death or incapacity entitle such Certificateholder's Certificateholders' legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Certificateholder shall have any right to vote (except as specifically provided in this Agreement or any Supplement) 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement or any Supplement 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 unless, subject to the Trustee a written notice rights of default and of the continuance thereofeach Control Party provided in this Agreement, as hereinbefore provided, and unless all of the Holders of Investor Certificates evidencing, evidencing Undivided Interests in aggregate, not less the Trust aggregating more than 2550% of the Trust Fund Invested Amount of any Series which may be materially adversely affected but for the institution of such suit, action or proceeding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, 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 provision provisions of this Agreement or any Supplement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, or to enforce any right under this AgreementAgreement or any Supplement, 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 10.313.03, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust FundTrust, nor entitle such Certificateholder's ’s legal representatives representative or heirs to claim an accounting or to take any action or to commence any proceeding in any court for a partition petition or winding up of the Trust FundTrust, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no 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 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 Certificateholders be under any liability to any third person party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right by virtue or by availing itself of any provision 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 Holder previously shall have given to the Trustee a written notice of default a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and of the continuance thereof, as hereinbefore herein before provided, and unless all of the Holders of Certificates evidencing, in aggregate, aggregating not less than 25% of the Trust Fund Voting Rights of the Certificates shall also have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders of Certificates Certificateholder shall have any right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, Holder except as provided herein with respect to entitlement to payments 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 10.3Section, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any 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 written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of the Holders of Certificates evidencing, in aggregate, evidencing Percentage Interests aggregating not less than 25% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.38.2, each and every Certificateholder and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Investor Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in 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, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision 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 a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless all of the Holders of Certificates evidencing, in aggregate, not less evidencing Undivided Interests aggregating more than 2550% of the Trust Fund Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, notices 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 10.313.3, each and every Certificateholder and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Investor Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.1 hereof) or in 13-3 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision 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 a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless all of the Holders of Certificates evidencing, in aggregate, not less evidencing Undivided Interests aggregating more than 2550% of the Trust Fund Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, notices request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood under-stood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Certificate-holders of Certificates shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 10.313.3, each and every Certificateholder and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Investor Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.01 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, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision 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 a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless all of the Holders of Certificates evidencing, in aggregate, not less evidencing Undivided Interests aggregating more than 2550% of the Trust Fund Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 10.313.03, each and every Certificateholder and the Trustee 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 FundTrust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . (b) Except as otherwise expressly provided herein in this Agreement, no Certificateholder, solely by virtue of its status as Certificateholder, Certificateholders shall have any right to vote 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 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 person Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any 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 AgreementAgreement against the Initial Beneficial Holder, the Master Servicer or any successor to any such parties unless (i) such holder Certificateholder previously shall have given to the Trustee a written notice of default and of the continuance thereofa continuing default, as hereinbefore herein provided, and unless all of (ii) the Holders of Certificates evidencing, in aggregate, evidencing Fractional Undivided Interests aggregating not less than 25[ ]% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, 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, that no . (d) No one or more holders of Certificates Certificateholders shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice affect the rights of the Holders of any other of such Certificates, Certificateholders or to obtain or seek to obtain priority over or preference to over any other such HolderCertificateholder, 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 10.311.04, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust FundIssuing Entity, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust FundIssuing Entity, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, 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 FundIssuing Entity, 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 person party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any 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 Holder previously shall have given to the Trustee a written notice of an Event of Default, or of a default by the Sponsor or the Trustee in the performance of any obligation hereunder, and of the continuance thereof, as hereinbefore provided, and unless all of also the Holders of Certificates evidencing, in aggregate, not less than 25entitled to at least 51% of the Trust Fund Voting Rights shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may reasonably require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more holders Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.3Section, each and every Certificateholder and the Trustee 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 FundTrust, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . (b) Except as otherwise expressly provided herein in this Agreement, no Certificateholder, solely by virtue of its status as Certificateholder, Certificateholders shall have any right to vote 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 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 person Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any 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 AgreementAgreement against the Depositor, the Trustee, the Master Servicer or any successor to any such parties unless (i) such holder Certificateholder previously shall have given to the Trustee a written notice of default and of the continuance thereofa continuing default, as hereinbefore herein provided, and unless all of (ii) the Holders of Certificates evidencing, in aggregate, evidencing Fractional Undivided Interests aggregating not less than 2551% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, 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, that no . (d) No one or more holders of Certificates Certificateholders shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice affect the rights of the Holders of any other of such Certificates, Certificateholders or to obtain or seek to obtain priority over or preference to over any other such HolderCertificateholder, 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 10.312.04, each and every Certificateholder and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's Certificateholders, legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding winding-up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.01 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, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision 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 a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless all of the Holders of Certificates evidencing, in aggregate, not less evidencing Undivided Interests aggregating more than 2550% of the Trust Fund Investor Interest of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 10.313.03, each and every Certificateholder and the Trustee 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 Trust Agreement or the Trust FundTrust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fundapplicable Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue . (b) No Certificateholder of its status as Certificateholder, a given Series 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 Fundany Trust, 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 person by reason of any action taken by the parties to this Trust Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue Certificateholder of its status as Certificateholder, a given Series shall have any right by virtue or by availing of any provision of this Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Trust Agreement, unless (i) such holder Holder previously shall have given to the Trustee a written notice of default breach and of the continuance thereof, as hereinbefore provided, and unless all of (ii) the Holders of Certificates evidencing, in aggregate, of such Series evidencing not less than 25% the Required Percentage of the Trust Fund aggregate Voting Rights of such Series shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 15 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 , and (iv) no direction inconsistent with such written request has been given to the Trustee during such 15-day period by Certificateholders evidencing not less than the Required Percentage of the aggregate Voting Rights of such Series. It is understood and intendedagreed that the Trustee shall not be obligated to make any investigation of matters arising under this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Trustee the reasonable security or indemnity referred to above. It is further understood and agreed, and being expressly covenanted by each Certificateholder of each Series with every other Certificateholder of such Series and the Trustee, that no one or more holders Holders of Certificates of such Series shall have any right in any manner whatever by virtue or by availing of any provision of this Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates of such CertificatesSeries, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Trust Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersCertificateholders of such Series. For the protection and enforcement of the provisions of this Section 10.3Section, each and every Certificateholder and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Investor Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in 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, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision 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 a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless all of the Holders of Certificates evidencing, in aggregate, not less evidencing Undivided Interests aggregating more than 2550% of the Trust Fund Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 10.313.3, each and every Certificateholder and the Trustee 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 FundTrust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . (b) Except as otherwise expressly provided herein in this Agreement, no Certificateholder, solely by virtue of its status as Certificateholder, Certificateholders shall have any right to vote 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 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 person Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any 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 AgreementAgreement against the Seller, the Servicer or any successor to any such parties unless (i) such holder Certificateholder previously shall have given to the Trustee a written notice of default and of the continuance thereofa continuing default, as hereinbefore herein provided, and unless all of (ii) the Holders of Certificates evidencing, in aggregate, evidencing Fractional Undivided Interests aggregating not less than 2551% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, 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, that no . (d) No one or more holders of Certificates Certificateholders shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice affect the rights of the Holders of any other of such Certificates, Certificateholders or to obtain or seek to obtain priority over or preference to over any other such HolderCertificateholder, 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 10.311.04, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any 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 written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of the Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.311.03, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any 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 written notice of default and of the continuance thereof, as hereinbefore provided, and unless unless, with the prior written consent of the Group I Senior Certificate Insurer, all of the Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.312.3, each and every Certificateholder and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding winding-up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Investor Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.01 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, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision 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 a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless all of the Holders of Certificates evidencing, in aggregate, not less evidencing Undivided Interests aggregating more than 2550% of the Trust Fund Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 10.313.03, each and every Certificateholder and the 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 Certificateholder Certificate holder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any 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 written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of the Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder 126 and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.3, each and every Certificateholder and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's Certificateholders, legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.01 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, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision 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 a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless all of the Holders of Certificates evidencing, in aggregate, not less evidencing Undivided Interests aggregating more than 2550% of the Trust Fund Investor Interest of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 10.313.03, each and every Certificateholder and the Trustee 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 Trust Agreement or the Trust FundTrust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fundapplicable Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue . (b) No Certificateholder of its status as Certificateholder, a given Series 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 Fundany Trust, 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 person by reason of any action taken by the parties to this Trust Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue Certificateholder of its status as Certificateholder, a given Series shall have any right by virtue or by availing of any provision of this Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Trust Agreement, unless (i) such holder Holder previously shall have given to the Trustee a written notice of default breach and of the continuance thereof, as hereinbefore provided, and unless all of (ii) the Holders of Certificates evidencing, in aggregate, of such Series evidencing not less than 25% the Required Percentage-Remedies of the Trust Fund aggregate Voting Rights of such Series shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 15 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 , and (iv) no direction inconsistent with such written request has been given to the Trustee during such 15-day period by Certificateholders evidencing not less than the Required Percentage-Remedies of the aggregate Voting Rights of such Series. It is understood and intendedagreed that the Trustee shall not be obligated to make any investigation of matters arising under this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Trustee the reasonable indemnity referred to above. It is further understood and agreed, and being expressly covenanted by each Certificateholder of each Series with every other Certificateholder of such Series and the Trustee, that no one or more holders Holders of Certificates of such Series shall have any right in any manner whatever by virtue or by availing of any provision of this Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates of such CertificatesSeries, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Trust Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersCertificateholders of such Series. For the protection and enforcement of the provisions of this Section 10.3Section, each and every Certificateholder and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Investor Certificateholder shall have any right to vote (except with respect t the Investor Certificateholders as provided in Section 13.01 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, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement Agreeent to institute any suit, action or proceeding in equity or at law upon or under or 101 with respect to this Agreement, unless such holder Certificateholder previously shall have given written notice to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless all of the Holders of Certificates evidencing, in aggregate, not less evidencing Undivided Interests aggregating more than 2550% of the Trust Fund Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 10.313.03, each and every Certificateholder and the 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 Certificateholder shall not (i) operate to terminate this Agreement or the Trust FundTrust, nor (ii) entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein for herein, no Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any 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 Holder previously shall have given to the Trustee and the Certificate Insurer a written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of also the Holders of Certificates evidencing, in aggregate, not less than entitled to at least 25% of the Trust Fund Voting Rights (excluding any Certificates held by the Seller, the Servicer or any Affiliate) thereof shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, Trustee for 60 15 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more holders Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 10.3, 11.03 each and every Certificateholder and the Trustee 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 these Standard Terms or the Trust FundTrust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fundapplicable Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue then. (b) No Certificateholder of its status as Certificateholder, a given Series 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 Fundany Trust, 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 person by reason of any action taken by the parties to this Agreement these Standard Terms pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue Certificateholder of its status as Certificateholder, a given Series shall have any right by virtue or by availing of any provision of this Agreement these Standard Terms to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreementthese Standard Terms, unless (i) such holder Certificateholder previously shall have given to the Trustee a written notice of default breach and of the continuance thereof, as hereinbefore provided, thereof and unless all also the Certificateholders of the Holders of Certificates evidencing, in aggregate, such Series evidencing not less than 25% the Required Percentage-Remedies of the Trust Fund aggregate Voting Rights of such Series shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 15 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 . It is understood and intendedagreed that the Trustee shall not be obligated to make any investigation of matters arising under these Standard Terms or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Trustee the reasonable indemnity referred to above. It is further understood and agreed, and being expressly covenanted by each Certificateholder of each Series with every other Certificateholder of such Series and the Trustee, that no one or more holders Certificateholders of Certificates such Series shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement these Standard Terms to affect, disturb or prejudice the rights of the Holders of any other of the Certificateholders of such CertificatesSeries, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, or to enforce any right under this Agreementthese Standard Terms, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersCertificateholders of such Series. For the protection and enforcement of the provisions of this Section 10.3Section, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any 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 108 shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of the Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.3, each and every Certificateholder and the Trustee 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 FundTrust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fundapplicable Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue then. (b) No Certificateholder of its status as Certificateholder, a given Series 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 Fundany Trust, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue Certificateholder of its status as Certificateholder, a given Series shall have any right by virtue or by availing of any 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 Holder previously shall have given to the Trustee a written notice of default breach and of the continuance thereof, as hereinbefore provided, thereof and unless all of also the Holders of Certificates evidencing, in aggregate, of such Series evidencing not less than 25% the Required Percentage--Remedies of the Trust Fund aggregate Voting Rights of such Series shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 30 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 . It is understood and intendedagreed that the Trustee shall not be obligated to make any investigation of matters arising under this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Trustee the reasonable indemnity referred to above. It is further understood and agreed, and being expressly covenanted by each Certificateholder of each Series with every other Certificateholder of such Series and the Trustee, that no one or more holders Holders of Certificates of such Series shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates of such CertificatesSeries, 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 equal, ratable and common benefit of all CertificateholdersCertificateholders of such Series. For the protection and enforcement of the provisions of this Section 10.3Section, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or 102 proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any 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 written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of the Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.3, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any 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 written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of the Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.38.2, each and every Certificateholder and the Trustee 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 these Standard Terms or the Trust FundTrust, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fundapplicable Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue . (b) No Certificateholder of its status as Certificateholder, a given Series 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 Fundany Trust, 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 person by reason of any action taken by the parties to this Agreement these Standard Terms pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue Certificateholder of its status as Certificateholder, a given Series shall have any right by virtue or by availing of any provision of this Agreement these Standard Terms to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreementthese Standard Terms, unless (i) such holder Certificateholder previously shall have given to the Trustee a written notice of default breach and of the continuance thereof, as hereinbefore provided, thereof and unless all also the Certificateholders of the Holders of Certificates evidencing, in aggregate, such Series evidencing not less than 25% the Required Percentage—Remedies of the Trust Fund aggregate Voting Rights of such Series shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 15 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 . It is understood and intendedagreed that the Trustee shall not be obligated to make any investigation of matters arising under these Standard Terms or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Trustee the reasonable indemnity referred to above. It is further understood and agreed, and being expressly covenanted by each Certificateholder of each Series with every other Certificateholder of such Series and the Trustee, that no one or more holders Certificateholders of Certificates such Series shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement these Standard Terms to affect, disturb or prejudice the rights of the Holders of any other of the Certificateholders of such CertificatesSeries, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, or to enforce any right under this Agreementthese Standard Terms, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersCertificateholders of such Series. For the protection and enforcement of the provisions of this Section 10.3Section, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's ’s legal representatives representative or heirs to claim an accounting or to take any action or to commence any proceeding in any court for a partition petition or winding up of the Trust Fund, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no 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 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 Certificateholders be under any liability to any third person party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right by virtue or by availing itself of any provision 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 Holder previously shall have given to the Trustee a written notice of default a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and of the continuance thereof, as hereinbefore herein before provided, and unless all of the Holders of Certificates evidencing, in aggregate, aggregating not less than 25% of the Trust Fund Voting Rights of the Certificates shall also have made written request upon the Trustee (with a copy to the Certificate Administrator) to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, Holder except as provided herein with respect to entitlement to payments 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 10.3Section, each and every Certificateholder and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in 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, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision 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 a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless all of the Holders of Certificates evidencing, in aggregate, not less evidencing Undivided Interests aggregating more than 2550% of the Trust Fund Investor Interest of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 10.313.3, each and every Certificateholder and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's legal representatives Certificateholders or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . (b) Except as otherwise expressly provided herein set forth in this Agreement or any Supplement, no Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement or any Supplement pursuant to any provision hereof. hereof or thereof. (c) No Certificateholder, solely by virtue of its status as Certificateholder, Investor Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement or any Supplement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this AgreementAgreement or any Supplement, unless POOLING AND SERVICING AGREEMENT 115 109 such holder Investor Certificateholder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedmade, and unless all the holders of the Holders of Investor Certificates evidencing, in aggregate, not less evidencing more than 2550% of the Trust Fund Aggregate Invested Amount of all Certificates (or, with respect to any such action, suit or proceeding that does not relate to all Series, 50% of the Aggregate Invested Amount of all Series to which such action, suit or proceeding relates), shall have made written made, a request upon in writing to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 30 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 Investor Certificateholder with every other Certificateholder and the Trustee, that no one or more holders of Certificates Investor Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement or any Supplement to affect, disturb or prejudice the rights of the Holders of any other of such CertificatesInvestor Certificateholder, or to obtain or seek to obtain priority over or preference to any other such HolderInvestor Certificateholder, or to enforce any right under this AgreementAgreement or any Supplement, 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 or any Supplement with respect to any Enhancement applicable to any Series. For the protection and enforcement of the provisions of this Section 10.313.02, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (d) No Certificateholder shall have the right to sell, assign or transfer any interest in any Principal Receivables or Finance Charge Receivables except in connection with any sale, assignment or transfer of Investor Certificates by such Certificateholder in accordance with the Transaction Documents.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any 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 written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of also the Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.3, each and every Certificateholder and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition parti- tion or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in 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, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision 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 a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless all of the Holders of Certificates evidencing, in aggregate, not less evidencing Undivided Interests aggregating more than 2550% of the Trust Fund Investor Interest of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 10.313.3, each and every Certificateholder and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition parti- 105 tion or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in 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, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision 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 a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless all of the Holders of Certificates evidencing, in aggregate, not less evidencing Undivided Interests aggregating more than 2550% of the Trust Fund Investor Interest of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 10.313.3, each and every Certificateholder and the Trustee 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 Agreement, or any Supplement or the Trust FundTrust, nor shall such death or incapacity entitle such Certificateholder's Investor Certificateholders' legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust Fundor any Series, nor otherwise affect the rights, obligations and liabilities of the parties hereto or to any Supplement or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, shall have any right to vote . (b) No Investor Certificateholder 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, Series Enhancer shall have any right by virtue or by availing of any provision provisions of this Agreement to file or otherwise institute any suit, action or proceeding in equity or at law upon or under or with respect to this AgreementAgreement or any Supplement, unless such holder Investor Certificateholder or Series Enhancer previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedmade, and unless all a majority of the Holders of Certificates evidencingControl Parties effected thereby (which, in aggregateif such action, not less than 25% of the Trust Fund suit or proceeding relates to this Agreement, shall be deemed to be all Control Parties) shall have made made, a written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 30 days after its receipt of such notice, request and offer of indemnity, shall have neglected failed to file or otherwise refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted covenanted, by each Certificateholder with every other Certificateholder and the Trustee, 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 provision provisions of this Agreement or any Supplement to affect, disturb or prejudice the rights of the Holders holders of any other of such the Investor Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderInvestor Certificateholder, or to enforce any right under this AgreementAgreement or any Supplement, except in the manner herein and therein provided and for the equal, ratable and common benefit of all CertificateholdersInvestor Certificateholders of the Series or Classes affected thereby. For the protection and enforcement of the provisions of this Section 10.313.03, each and every Investor Certificateholder and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's legal representatives Certificateholders or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . (b) Except as otherwise expressly provided herein set forth in this Agreement or any Supplement, no Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right to vote 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 109 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 person by reason of any action taken by the parties to this Agreement or any Supplement pursuant to any provision hereof. hereof or thereof. (c) No Certificateholder, solely by virtue of its status as Certificateholder, Investor Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement or any Supplement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this AgreementAgreement or any Supplement, unless such holder Investor Certificateholder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedmade, and unless all of the Holders of Investor Certificates evidencing, in aggregate, not less evidencing more than 2550% of the Trust Fund aggregate unpaid principal amount of all 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 all Series to which such action, suit or proceeding relates), shall have made written made, a request upon in writing to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 30 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 Investor Certificateholder with every other Certificateholder Certificateholder, Receivables Purchaser and the Trustee, that no one or more holders of Certificates Investor Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement or any Supplement to affect, disturb or prejudice the rights of the Holders of any other of such CertificatesInvestor Certificateholders or Receivables Purchasers, or to obtain or seek to obtain priority over or preference to any other such HolderInvestor Certificateholders or Receivables Purchaser, or to enforce any right under this AgreementAgreement or any Supplement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersInvestor Certificateholders and Receivables Purchasers except as otherwise expressly provided in this Agreement or any Supplement with respect to any Enhancement applicable to any Certificate Series or Receivables Purchase Series. For the protection and enforcement of the provisions of this Section 10.313.3, each and every Certificateholder Certificateholder, Receivables Purchaser and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Investor Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.01 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, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision 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 a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless all of the Holders of Certificates evidencing, in aggregate, not less evidencing Undivided Interests aggregating more than 2550% of the Trust Fund Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 10.313.03, each and every Certificateholder and the Trustee 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 FundTrust, nor shall the death or incapacity entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Certificateholder shall have any right to vote (except as expressly provided otherwise in this Agreement) or in any manner otherwise to 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 person Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions page 91 of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreementthe Transaction Documents (except to the extent any Supplement or related certificate purchase agreement creates independent and non-duplicative rights), unless such holder the Certificateholder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless all of the Required Series Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund for each outstanding Series shall have made made, written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 30 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, every Purchaser and the Trustee, that no one or more holders of Certificates Certificateholders or Purchasers shall have any right in any manner whatever by virtue of, or by availing itself or themselves of, any provisions of any provision of this Agreement a Transaction Document to affect, disturb or prejudice the rights of the Holders of any other of such CertificatesInvestor Certificateholder or Purchaser, or to obtain or seek to obtain priority over or preference to any such other such HolderInvestor Certificateholder or Purchaser, except to the extent provided in the Transaction Documents, or to enforce any right under this Agreementthe Transaction Documents, except in the manner herein provided and for the equal, ratable and common benefit of of, all CertificateholdersInvestor Certificateholders and Purchasers (subject to the priorities set forth in the Transaction Documents). For the protection and enforcement of the provisions of this Section 10.3section, each and every Certificateholder Certificateholder, each and the every Purchaser and Trustee shall be entitled to such relief as can be given either at law or in equity. (d) By their acceptance of Certificates pursuant to this Agreement and the applicable Supplement, the Certificateholders agree to the provisions of this section.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust FundTrust, nor shall such death or incapacity entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding winding-up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in 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, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision 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 a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless all of the Holders of Certificates evidencing, in aggregate, not less evidencing Undivided Interests aggregating more than 2550% of the Trust Fund Investor Interest of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 10.313.3, each and every Certificateholder and the Trustee 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 FundGrantor Trust, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust FundGrantor Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . (b) Except as otherwise expressly provided herein in this Agreement, no Certificateholder, solely by virtue of its status as Certificateholder, Certificateholders shall have any right to vote 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, or contained in the terms of the 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 person Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any 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 Seller or any successor to any such parties unless (i) such holder Certificateholder previously shall have given to the Grantor Trustee a written notice of default and of the continuance thereofa continuing default, as hereinbefore herein provided, and unless all of (ii) the Holders of Certificates evidencing, in aggregate, evidencing Fractional Undivided Interests aggregating not less than 2551% of the Grantor Trust Fund shall have made written request upon the Grantor Trustee to institute such action, suit or proceeding in its own name as Grantor Trustee hereunder and shall have offered to the Grantor Trustee such reasonable indemnity as it may require against the costs, costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Grantor Trustee, 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, that no . (d) No one or more holders of Certificates Certificateholders shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice affect the rights of the Holders of any other of such Certificates, Certificateholders or to obtain or seek to obtain priority over or preference to over any other such HolderCertificateholder, 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 10.39.05, each and every Certificateholder and the Grantor Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition parti- 107 tion or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in 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, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision 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 a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless all of the Holders of Certificates evidencing, in aggregate, not less evidencing Undivided Interests aggregating more than 2550% of the Trust Fund Investor Interest of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 10.313.3, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. 150 No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any 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 written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of the Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.3, each and every Certificateholder and the Trustee 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 Trust Agreement or the Trust FundTrust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fundapplicable Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue . (b) No Certificateholder of its status as Certificateholder, a given Series 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 Fundany Trust, 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 person by reason of any action taken by the parties to this Trust Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue Certificateholder of its status as Certificateholder, a given Series shall have any right by virtue or by availing of any provision of this Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Trust Agreement, unless (i) such holder Holder previously shall have given to the Trustee a written notice of default breach and of the continuance thereof, as hereinbefore provided, and unless all of (ii) the Holders of Certificates evidencing, in aggregate, of such Series evidencing not less than 25% the Required Percentage--Remedies of the Trust Fund aggregate Voting Rights of such Series shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 [fifteen (15)] 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 , and (iv) no direction inconsistent with such written request has been given to the Trustee during such [fifteen (15)]-day period by Certificateholders evidencing not less than the Required Percentage--Remedies of the aggregate Voting Rights of such Series. It is understood and intendedagreed that the Trustee shall not be obligated to make any investigation of matters arising under this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Trustee the reasonable security or indemnity referred to above. It is further understood and agreed, and being expressly covenanted by each Certificateholder of each Series with every other Certificateholder of such Series and the Trustee, that no one or more holders Holders of Certificates of such Series shall have any right in any manner whatever by virtue or by availing of any provision of this Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates of such CertificatesSeries, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Trust Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersCertificateholders of such Series. For the protection and enforcement of the provisions of this Section 10.3Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or of 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 FundTrust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fundapplicable Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue then. (b) No Certificateholder of its status as Certificateholder, a given Series 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 Fundany Trust, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue Certificateholder of its status as Certificateholder, a given Series shall have any right by virtue or by availing of any 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 Holder previously shall have given to the Trustee a written notice of default breach and of the continuance thereof, as hereinbefore provided, thereof and unless all of also the Holders of Certificates evidencing, in aggregate, of such Series evidencing not less than 25% the Required Percentage-Remedies of the Trust Fund aggregate Voting Rights of such Series shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 15 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 . It is understood and intendedagreed that the Trustee shall not be obligated to make any investigation of matters arising under this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Trustee the reasonable indemnity referred to above. It is further understood and agreed, and being expressly covenanted by each Certificateholder of each Series with every other Certificateholder of such Series and the Trustee, that no one or more holders Holders of Certificates of such Series shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates of such CertificatesSeries, 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 equal, ratable and common benefit of all CertificateholdersCertificateholders of such Series. For the protection and enforcement of the provisions of this Section 10.3Section, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or 105 proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any 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 written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of the Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.311.3, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust FundEstate, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust FundEstate, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein herein, no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust FundEstate, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any 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 Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of the Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Voting Interest represented by all Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costscost, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.3Section, each and every Certificateholder and the Trustee 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 FundProperty, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust FundProperty, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (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 FundProperty, 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 any association, ; nor shall any Certificateholder be under any liability to any third person party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any 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 written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of (a) the Holders of Certificates evidencing, in aggregate, evidencing Percentage Interests aggregating not less than 25% of all the Trust Fund Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and (b) the Trustee, 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 proceeding and (c) no direction inconsistent with such written request shall have been given to the Trustee during such 60 day period by the Holders of Certificates evidencing a majority of Percentage Interests of all the Certificates. It is understood and intendedagreed that the Trustee shall be under no obligation to make any investigation of matters arising under this Agreement or to institute conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Trustee the reasonable indemnity referred to above. It is further understood and agreed, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more holders Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholdersprovided. For the protection and enforcement of the provisions of this Section 10.3Section, each and every Certificateholder and the Trustee 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 Trust Agreement or the Trust FundTrust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fundapplicable Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue then. (b) No Certificateholder of its status as Certificateholder, a given Series 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 Fundany Trust, 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 person by reason of any action taken by the parties to this Trust Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue Certificateholder of its status as Certificateholder, a given Series shall have any right by virtue or by availing of any provision of this Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Trust Agreement, unless (i) such holder Holder previously shall have given to the Trustee a written notice of default breach and of the continuance thereof, as hereinbefore provided, and unless all of (ii) the Holders of Certificates evidencing, in aggregate, of such Series evidencing not less than 25% the Required Percentage--Remedies of the Trust Fund aggregate Voting Rights of such Series shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein therin or thereby, and (iii) the Trustee, for 60 15 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 , (iv) no direction inconsistent with such written request has been given to the Trustee during such 15-day period by Certificateholders evidencing not less than the Required Percentage-- Remedies of the aggregate Voting Rights of such Series. It is understood and intendedagreed that the Trustee shall not be obligated to make any investigation of matters arising under this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Trustee the reasonable indemnity referred to above. It is further understood and agreed, and being expressly covenanted by each Certificateholder of each Series with every other Certificateholder of such Series and the Trustee, that no one or more holders Holders of Certificates of such Series shall have any right in any manner whatever by virtue or by availing of any provision of this Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates of such CertificatesSeries, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Trust Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersCertificateholders of such Series. For the protection and enforcement of the provisions of this Section 10.3Section, each and every Certificateholder and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's Certificateholders' legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Certificateholder shall have any right to vote (except as specifically provided in 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 Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or 100 under or with respect to this Agreement, unless such holder Certificateholder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless all of the Holders of Investor Certificates evidencing, evidencing Undivided Interests in aggregate, not less the Trust aggregating more than 2550% of the Trust Fund Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding shall have made made, written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Investor Certificateholders of any other of such the Investor Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 10.313.03, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust FundTrust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto to this Agreement or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, No Certificateholder shall have any right to vote (except as specifically provided herein) or in any manner otherwise control the operation and management of the Trust FundTrust, or the obligations of the parties heretoto this Agreement, nor shall anything herein in this Agreement 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereofof this Agreement. No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing itself of any provision 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 Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of also (i) the default arises from the Seller's or the Servicer's failure to remit payments when due hereunder, or (ii) the Holders of Certificates evidencing, in aggregate, evidencing not less than 25% a majority of the Trust Fund Controlling Class of Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder under this Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 30 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceedingproceeding and during such 30-day period no request or waiver inconsistent with such written request has been given to the Trustee pursuant to this Section 13.03 or Section 10.05; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more holders Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any of the other of such 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, Agreement except in the manner herein provided in this Agreement and for the equal, ratable and common benefit of all CertificateholdersCertificateholders of that class. For the protection and enforcement of the provisions of this Section 10.313.03, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this the Pooling and Servicing Agreement or the Trust FundTrust, nor will such death or incapacity entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust FundTrust, nor shall it otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, 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, 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 person by reason of any action taken by the parties to this the Pooling and Servicing Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision of this the Pooling and Servicing Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Pooling and Servicing Agreement, unless such holder Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of also the Holders of Certificates evidencing, in aggregate, not less than entitled to at least 25% of the Trust Fund Voting Rights allocated to the Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder under the Pooling and Servicing Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 15 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more holders Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this the Pooling and Servicing Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this the Pooling and Servicing Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersHolders of Certificates. For the protection and enforcement of the provisions of this Section 10.3Section, each and every Certificateholder and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.01 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, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision 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 a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless all of the Holders of Certificates evidencing, in aggregate, not less evidencing Undivided Interests aggregating more than 2550% of the Trust Fund Investor Interest of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 10.313.03, each and every Certificateholder and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's Certificateholders' legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as expressly provided in 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 Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision 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 to the Trustee Trustee, a written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of the Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such the Investor Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderInvestor Certificateholder, or to enforce any right under this Agreement, except in the manner provided herein provided or in any Supplement and for the equal, ratable and common benefit of all Investor Certificateholders. For the protection and enforcement of the provisions of this Section 10.311.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (d) By their acceptance of Certificates pursuant to this Agreement and the applicable Supplement, the Certificateholders agree to the provisions of this Section 11.3.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fundtrust created hereby, nor entitle such Certificateholder's legal representatives representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition petition or winding up of the Trust Fundtrust created hereby, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, 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, 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 person party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing itself of any provision 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 a written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of the Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Voting Rights evidenced by the Certificates shall also have made written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the 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, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more holders Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 Certificateholders. For the protection and enforcement of the provisions of this Section 10.311.06, each and every Certificateholder and the Trustee 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 FundTrust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto to this Agreement or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Certificateholder shall have any right to vote (except as specifically provided herein including in SECTION 11.1) or in any manner otherwise control the operation and management of the Trust FundTrust, or the obligations of the parties heretoto this Agreement, nor shall anything herein set forthforth 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. of this Agreement. (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing itself of any provision 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 (i) such holder Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of (ii) the Holders of Certificates evidencing, in aggregate, evidencing not less than 25[ ]% of the Trust Fund Certificate Balance shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder under this Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 30 days after its receipt of such notice, request request, and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceedingproceeding and (iv) during such 30-day period, no request or waiver inconsistent with such written request has been given to the Trustee pursuant to this Section or SECTION 8.6; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more holders Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb disturb, or prejudice the rights of the Holders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right right, under this Agreement, Agreement except in the manner herein provided in this Agreement and for the equal, ratable, and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.3SECTION 11.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. SECTION 11.4.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. 110 Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any 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 written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of the Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.3, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust FundTrust, nor entitle such Certificateholder's ’s legal representatives representative or heirs to claim an accounting or to take any action or to commence any proceeding in any court for a partition petition or winding up of the Trust FundTrust, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no 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 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 Certificateholders be under any liability to any third person party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right by virtue or by availing itself of any provision 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 Holder previously shall have given to the Trustee a written notice of default a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and of the continuance thereof, as hereinbefore herein before provided, and unless all of the Holders of Certificates evidencing, in aggregate, aggregating not less than 25% of the Trust Fund Voting Rights of the Certificates shall also have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, Holder except as provided herein with respect to entitlement to payments 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 10.3Section, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust FundEstate, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust FundEstate, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein herein, no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust FundEstate, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any 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 Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of also the Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Voting Interest represented by all Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costscost, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.3Section, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any 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 written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of the Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or 91 prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.3, each and every Certificateholder and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's legal representatives Certificateholders or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . (b) Except as otherwise expressly provided herein set forth in this Agreement or any Supplement, no Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement or any Supplement pursuant to any provision hereof. hereof or thereof. (c) No Certificateholder, solely by virtue of its status as Certificateholder, Investor Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement or any Supplement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this AgreementAgreement or any Supplement, unless such holder Investor Certificateholder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedmade, and unless all of the Holders of Investor Certificates evidencing, in aggregate, not less evidencing more than 2550% of the Trust Fund aggregate unpaid principal amount of all 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 all Series to which such action, suit or proceeding relates), shall have made written made, a request upon in writing to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 30 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 Investor Certificateholder with every other Certificateholder Certificateholder, Receivables Purchaser and the Trustee, that no one or more holders of Certificates Investor Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement or any Supplement to affect, disturb or prejudice the rights of the Holders of any other of such CertificatesInvestor Certificateholders or Receivables Purchasers, or to obtain or seek to obtain priority over or preference to any other such HolderInvestor Certificateholders or Receivables Purchaser, or to enforce any right under this AgreementAgreement or any Supplement, except in the manner -103- 110 herein provided and for the equal, ratable and common benefit of all CertificateholdersInvestor Certificateholders and Receivables Purchasers except as otherwise expressly provided in this Agreement or any Supplement with respect to any Enhancement applicable to any Certificate Series or Receivables Purchase Series. For the protection and enforcement of the provisions of this Section 10.313.3, each and every Certificateholder Certificateholder, Receivables Purchaser and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (b) No Investor Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.01 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, 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity city 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 a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless all of the Holders of Certificates evidencing, in aggregate, not less evidencing Undivided Interests aggregating more than 2550% of the Trust Fund Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 10.313.03, each and every Certificateholder and the Trustee 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 FundProperty, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust FundProperty, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, . (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 FundProperty, 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 any association, ; nor shall any Certificateholder be under any liability to any third person party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any 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 written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of (i) the Holders of Certificates evidencing, in aggregate, evidencing Percentage Interests aggregating not less than 25% of all the Trust Fund Certificates shall have made written request upon the Owner Trustee to institute such action, suit or proceeding in its own name as Owner Trustee hereunder and shall have offered to the Owner Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and (ii) the Owner Trustee, 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 proceeding and (iii) no direction inconsistent with such written request shall have been given to the Owner Trustee during such 60-day period by the Holders of Certificates evidencing a majority of Percentage Interests of all the Certificates. It is understood and intendedagreed that the Owner Trustee shall be under no obligation to make any investigation of matters arising under this Agreement or to institute conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Owner Trustee the reasonable indemnity referred to above. It is further understood and agreed, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Owner Trustee, that no one or more holders Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholdersprovided. For the protection and enforcement of the provisions of this Section 10.3Section, each and every Certificateholder and the Owner Trustee 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 Trust Agreement or the Trust FundTrust, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fundapplicable Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue . (b) No Certificateholder of its status as Certificateholder, a given Series 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 Fundany Trust, 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 person by reason of any action taken by the parties to this Trust Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue Certificateholder of its status as Certificateholder, a given Series shall have any right by virtue or by availing of any provision of this Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Trust Agreement, unless (i) such holder Holder previously shall have given to the Trustee a written notice of default breach and of the continuance thereof, as hereinbefore provided, and unless all of (ii) the Holders of Certificates evidencing, in aggregate, of such Series evidencing not less than 25% the Required Percentage--Remedies of the Trust Fund aggregate Voting Rights of such Series shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 15 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 , and (iv) no direction inconsistent with such written request has been given to the Trustee during such 15-day period by Certificateholders evidencing not less than the Required Percentage--Remedies of the aggregate Voting Rights of such Series. It is understood and intendedagreed that the Trustee shall not be obligated to make any investigation of matters arising under this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Trustee the reasonable security or indemnity referred to above. It is further understood and agreed, and being expressly covenanted by each Certificateholder of each Series with every other Certificateholder of such Series and the Trustee, that no one or more holders Holders of Certificates of such Series shall have any right in any manner whatever by virtue or by availing of any provision of this Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates of such CertificatesSeries, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Trust Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersCertificateholders of such Series. For the protection and enforcement of the provisions of this Section 10.3Section, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any 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 written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of the Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb 114 or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.3, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any 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 written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of the Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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 107 Trustee, that no one or more holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.3, each and every Certificateholder and the 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 Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein no Certificateholder, solely by virtue of its status as Certificateholder, shall have any right to vote 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 partnersor members of an association, nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any 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 written notice of default and of the continuance thereof, as hereinbefore provided, and unless all of the Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, that no one or more holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 10.3, each and every Certificateholder and the Trustee 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 FundTrust, nor shall such death or incapacity entitle such Certificateholder's legal representatives Certificateholders or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust FundTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . (b) Except as otherwise expressly provided herein set forth in this Agreement or any Supplement, no Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right to vote 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 person by reason of any action taken by the parties to this Agreement or any Supplement pursuant to any provision hereof. hereof or thereof. (c) No Certificateholder, solely by virtue of its status as Certificateholder, Investor Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement or any Supplement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this AgreementAgreement or any Supplement, unless such holder Investor Certificateholder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedmade, and unless all of the Holders of Investor Certificates evidencing, in aggregate, not less evidencing more than 2550% of the Trust Fund aggregate unpaid principal amount of all 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 all Series to which such action, suit or proceeding relates), shall have made written made, a request upon in writing to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 30 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 Investor Certificateholder with every other Certificateholder Certificateholder, Receivables Purchaser and the Trustee, that no one or more holders of Certificates Investor Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement or any Supplement to affect, disturb or prejudice the rights of the Holders of any other of such CertificatesInvestor Certificateholders or Receivables Purchasers, or to obtain or seek to obtain priority over or preference to any other such HolderInvestor Certificateholders or Receivables Purchaser, or to enforce any right under this AgreementAgreement or any Supplement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersInvestor Certificateholders and Receivables Purchasers except as otherwise expressly provided in this Agreement or any Supplement with respect to any Enhancement applicable to any Certificate Series or Receivables Purchase Series. For the protection and enforcement of the provisions of this Section 10.313.3, each and every Certificateholder Certificateholder, Receivables Purchaser and the Trustee shall be entitled to such relief as can be given either at law or in equity.