Common use of Limitation on Rights of Noteholders Clause in Contracts

Limitation on Rights of Noteholders. No Noteholder shall have any right to vote (except as provided in this Agreement or in the Indenture) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement. Nothing set forth in this Agreement, nor contained in the terms of the Notes, shall constitute the Noteholders as members of any partnership or association. No Noteholder shall be under any liability to any third person by reason of any action taken pursuant to any provision of this Agreement. No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action, or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trust Collateral Agent a written notice of default and of the continuance thereof, and unless (i) the default arises from the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders shall have made written request upon the Trust Collateral Agent to institute such action, suit or proceeding in its own name as Trust Collateral Agent under this Agreement and such Holder shall have offered to the Trust Collateral Agent such indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trust Collateral Agent, for thirty (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 and during such 30-day period no request or waiver inconsistent with such written request has been given to the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04; no one or more Holders of Notes or Certificateholders shall have any right in any manner whatsoever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb, or prejudice the rights of the Holders of any other of the Notes or the Certificateholders, or to obtain or seek to obtain priority over or preference to any other such Holder or Certificateholder (but subject to the priorities of payment set forth herein), or to enforce any right, under this Agreement except in the manner provided in this Agreement and for the equal, ratable, and common benefit of all Noteholders and all Certificateholders. For the protection and enforcement of the provisions of this Section, each Noteholder, each Certificateholder and the Trust Collateral Agent shall be entitled to such relief as can be given either at law or in equity. In the event the Trust Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than the required amount of the applicable class of Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Agreement.

Limitation on Rights of Noteholders. No Noteholder shall have any right to vote (except as provided in this Agreement or in the Indenture) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement. Nothing set forth in this Agreement, nor contained in the terms of the Notes, shall constitute the Noteholders as members of any partnership or association. No Noteholder shall be under any liability to any third person by reason of any action taken pursuant to any provision of this Agreement. No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action, or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trust Collateral Agent a written notice of default and of the continuance thereof, and unless (i) the default arises from the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders shall have made written request upon the Trust Collateral Agent to institute such action, suit or proceeding in its own name as Trust Collateral Agent under this Agreement and such Holder shall have offered to the Trust Collateral Agent such indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trust Collateral Agent, for thirty (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 and during such 30-day period no request or waiver inconsistent with such written request has been given to the Trust Collateral Agent pursuant to this Section 11.03 11.05 or Section 8.04; no one or more Holders of Notes or Certificateholders Certificates shall have any right in any manner whatsoever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb, or prejudice the rights of the Holders of any other of the Notes or the CertificateholdersCertificates, or to obtain or seek to obtain priority over or preference to any other such Holder or Certificateholder (but subject to the priorities of payment set forth herein), or to enforce any right, under this Agreement except in the manner provided in this Agreement and for the equal, ratable, and common benefit of all Noteholders and all Certificateholders. For the protection and enforcement of the provisions of this Section, each Noteholder, each Certificateholder and the Trust Collateral Agent shall be entitled to such relief as can be given either at law or in equity. In the event the Trust Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than the required amount of the applicable class Class of Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Agreement.

Limitation on Rights of Noteholders. The death or incapacity of any Noteholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Noteholder’s legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Noteholder shall have any right to vote (except as provided in this Agreement or in the Indentureherein) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement. Nothing hereto, nor shall anything herein set forth in this Agreement, nor or contained in the terms of the Notes, shall Notes be construed so as to constitute the Noteholders from time to time as partners or members of an association; nor shall any partnership or association. No Noteholder shall 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 of this Agreementhereof. No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trust Collateral Agent Master Servicer or the Indenture Trustee, as applicable, a written notice of default an Event of Default and of the continuance thereof, as herein provided, and unless (i) the default arises from Holders of Notes evidencing not less than 25% of the Seller’s or Voting Interests evidenced by the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders Notes shall also have made written request upon to the Trust Collateral Agent Master Servicer or the Indenture Trustee, as applicable, to institute such action, suit or proceeding in its own name as Trust Collateral Agent under this Agreement Indenture Trustee hereunder and such Holder shall have offered to the Trust Collateral Agent Master Servicer or the Indenture Trustee, as applicable, such reasonable indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trust Collateral AgentMaster Servicer or the Indenture Trustee, as applicable, for thirty (30) 60 days after its receipt of such notice, request, request and offer of indemnity, indemnity shall have neglected or refused to institute any such action, suit or proceeding proceeding; it being understood and during such 30-day period no request intended, and being expressly covenanted by each Noteholder with every other Noteholder and the Master Servicer or waiver inconsistent with such written request has been given to the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04; Indenture Trustee, as applicable, that no one or more Holders of Notes or Certificateholders shall have any right in any manner whatsoever whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb, disturb or prejudice the rights of the Holders of any other of the Notes or the CertificateholdersNotes, or to obtain or seek to obtain priority over or preference to any other such Holder or Certificateholder (but subject to the priorities of payment set forth herein)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 Noteholders and all CertificateholdersNoteholders. For the protection and enforcement of the provisions of this SectionSection 10.8, each Noteholder, each Certificateholder and every Noteholder and the Trust Collateral Agent Indenture Trustee shall be entitled to such relief as can be given either at law or in equity. In the event the Trust Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than the required amount of the applicable class of Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Agreement.

Limitation on Rights of Noteholders. No Noteholder shall have any right to vote (except as provided in this Agreement or in Sections 6.01, 7.01, and 9.01 herein and Section 5.4 of the Indenture) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement. Nothing set forth in this Agreementhereto, nor shall anything herein set forth, or contained in the terms of the Notes, shall be construed so as to constitute the Noteholders from time to time as partners or members of an association; nor shall any partnership or association. No Noteholder shall be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision of this Agreementhereof. No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trust Collateral Agent Indenture Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless (i) also the default arises from Holders of Notes evidencing more than 50% of the Seller’s or Outstanding Amount of the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders Notes shall have made written request upon the Trust Collateral Agent Indenture Trustee to institute such action, suit or proceeding in its own name as Trust Collateral Agent under this Agreement Indenture Trustee hereunder and such Holder shall have offered to the Trust Collateral Agent Indenture Trustee such reasonable indemnity as it may reasonably require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trust Collateral AgentIndenture Trustee, for thirty (30) 60 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 proceeding; it being understood and during such 30-day period no request or waiver inconsistent intended, and being expressly covenanted by each Noteholder with such written request has been given to every other Noteholder and the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04; Indenture Trustee, that no one or more Holders of Notes or Certificateholders shall have any right in any manner whatsoever whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb, disturb or prejudice the rights of the Holders of any other of the Notes or the CertificateholdersNotes, or to obtain or seek to obtain priority over or preference to any other such Holder or Certificateholder (but subject to the priorities of payment set forth herein)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, ratable and common benefit of all Noteholders and all CertificateholdersNoteholders. For the protection and enforcement of the provisions of this SectionSection 9.03, each Noteholder, each Certificateholder and every Noteholder and the Trust Collateral Agent Indenture Trustee shall be entitled to such relief as can be given either at law or in equity. In Anything to the event the Trust Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notescontrary notwithstanding, by accepting its Note, each representing less than Noteholder agrees that unless a Insurer Default exists, the required amount Insurer shall have the right to exercise all rights of the applicable class Noteholder under this Agreement without any further consent of Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this AgreementNoteholder.

Limitation on Rights of Noteholders. No Noteholder shall have any right to vote (except as provided in this Agreement or in the Indenture) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement. Nothing set forth in this Agreement, nor contained in the terms of the Notes, shall constitute the Noteholders as members of any partnership or association. No Noteholder shall be under any liability to any third person by reason of any action taken pursuant to any provision of this Agreement. No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action, or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trust Collateral Agent a written notice of default and of the continuance thereof, and unless (i) the default arises from the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders shall have made written request upon the Trust Collateral Agent to institute such action, suit or proceeding in its own name as Trust Collateral Agent under this Agreement and such Holder shall have offered to the Trust Collateral Agent such indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trust Collateral Agent, for thirty (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 and during such 30-day period no request or waiver inconsistent with such written request has been given to the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04; no one or more Holders of Notes or Certificateholders shall have any right in any manner whatsoever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb, or prejudice the rights of the Holders of any other of the Notes or the Certificateholders, or to obtain or seek to obtain priority over or preference to any other such Holder or Certificateholder (but subject to the priorities of payment set forth herein), or to enforce any right, under this Agreement except in the manner provided in this Agreement and for the equal, ratable, and common benefit of all Noteholders and all Certificateholders. For the protection and enforcement of the provisions of this Section, each Noteholder, each Certificateholder and the Trust Collateral Agent shall be entitled to such relief as can be given either at law or in equity. 107 In the event the Trust Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than the required amount of the applicable class of Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Agreement.

Limitation on Rights of Noteholders. No Noteholder shall have any right to vote (except as provided in this Agreement or in Sections 6.01, 7.01, and 9.01 herein and Section 5.4 of the Indenture) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement. Nothing set forth in this Agreementhereto, nor shall anything herein set forth, or contained in the terms of the Notes, shall be construed so as to constitute the Noteholders from time to time as partners or members of an association; nor shall any partnership or association. No Noteholder shall be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision of this Agreementhereof. No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trust Collateral Agent Indenture Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless (i) also the default arises from Holders of Notes evidencing more than 50% of the Seller’s or Outstanding Amount of the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders Notes shall have made written request upon the Trust Collateral Agent Indenture Trustee to institute such action, suit or proceeding in its own name as Trust Collateral Agent under this Agreement Indenture Trustee hereunder and such Holder shall have offered to the Trust Collateral Agent Indenture Trustee such reasonable indemnity as it may reasonably require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trust Collateral AgentIndenture Trustee, for thirty (30) 60 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 proceeding; it being understood and during such 30-day period no request or waiver inconsistent intended, and being expressly covenanted by each Noteholder with such written request has been given to every other Noteholder and the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04; Indenture Trustee, that no one or more Holders of Notes or Certificateholders shall have any right in any manner whatsoever whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb, disturb or prejudice the rights of the Holders of any other of the Notes or the CertificateholdersNotes, or to obtain or seek to obtain priority over or preference to any other such Holder or Certificateholder (but subject to the priorities of payment set forth herein)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, ratable and common benefit of all Noteholders and all CertificateholdersNoteholders. For the protection and enforcement of the provisions of this SectionSection 9.03, each Noteholder, each Certificateholder and every Noteholder and the Trust Collateral Agent Indenture Trustee shall be entitled to such relief as can be given either at law or in equity. In the event the Trust Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesBy accepting its Certificate, each representing less than Noteholder agrees that unless a Insurer Default exists, the required amount Insurer shall have the right to exercise all rights of the applicable class Noteholder under this Agreement without any further consent of Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this AgreementNoteholder.

Limitation on Rights of Noteholders. No Noteholder shall have any right to vote (except as provided in this Agreement or in Sections 6.01, 7.01, and 9.01 herein and Section 5.4 of the Indenture) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement. Nothing set forth in this Agreementhereto, nor shall anything herein set forth, or contained in the terms of the Notes, shall be construed so as to constitute the Noteholders from time to time as partners or members of an association; nor shall any partnership or association. No Noteholder shall be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision of this Agreementhereof. No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trust Collateral Agent Indenture Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless (i) also the default arises from Holders of Notes evidencing more than 50% of the Seller’s or Outstanding Amount of the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders Notes shall have made written request upon the Trust Collateral Agent Indenture Trustee to institute such action, suit or proceeding in its own name as Trust Collateral Agent under this Agreement Indenture Trustee hereunder and such Holder shall have offered to the Trust Collateral Agent Indenture Trustee such reasonable indemnity as it may reasonably require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trust Collateral AgentIndenture Trustee, for thirty (30) 60 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 proceeding; it being understood and during such 30-day period no request or waiver inconsistent intended, and being expressly covenanted by each Noteholder with such written request has been given to every other Noteholder and the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04; Indenture Trustee, that no one or more Holders of Notes or Certificateholders shall have any right in any manner whatsoever whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb, disturb or prejudice the rights of the Holders of any other of the Notes or the CertificateholdersNotes, or to obtain or seek to obtain priority over or preference to any other such Holder or Certificateholder (but subject to the priorities of payment set forth herein)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, ratable and common benefit of all Noteholders and all CertificateholdersNoteholders. For the protection and enforcement of the provisions of this SectionSection 9.03, each Noteholder, each Certificateholder and every Noteholder and the Trust Collateral Agent Indenture Trustee shall be entitled to such relief as can be given either at law or in equity. In the event the Trust Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesBy accepting its Note, each representing less than Noteholder agrees that unless a Insurer Default exists, the required amount Insurer shall have the right to exercise all rights of the applicable class Noteholder under this Agreement without any further consent of Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this AgreementNoteholder.

Limitation on Rights of Noteholders. No Noteholder shall have any right to vote (except as provided in this Agreement or in Sections 6.01, 7.01, and 9.01 herein and Section 5.4 of the Indenture) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement. Nothing set forth in this Agreementhereto, nor shall anything herein set forth, or contained in the terms of the Notes, shall be construed so as to constitute the Noteholders from time to time as partners or members of an association; nor shall any partnership or association. No Noteholder shall be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision of this Agreementhereof. No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trust Collateral Agent Indenture Trustee a written notice of default and of the continuance thereof, as hereinbefore PROVIDED, and unless (i) also the default arises from Holders of Notes evidencing more than 50% of the Seller’s or Outstanding Amount of the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders Notes shall have made written request upon the Trust Collateral Agent Indenture Trustee to institute such action, suit or proceeding in its own name as Trust Collateral Agent under this Agreement Indenture Trustee hereunder and such Holder shall have offered to the Trust Collateral Agent Indenture Trustee such reasonable indemnity as it may reasonably require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trust Collateral AgentIndenture Trustee, for thirty (30) 60 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 proceeding; it being understood and during such 30-day period no request or waiver inconsistent intended, and being expressly covenanted by each Noteholder with such written request has been given to every other Noteholder and the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04; Indenture Trustee, that no one or more Holders of Notes or Certificateholders shall have any right in any manner whatsoever whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb, disturb or prejudice the rights of the Holders of any other of the Notes or the CertificateholdersNotes, or to obtain or seek to obtain priority over or preference to any other such Holder or Certificateholder (but subject to the priorities of payment set forth herein)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, ratable and common benefit of all Noteholders and all CertificateholdersNoteholders. For the protection and enforcement of the provisions of this SectionSection 9.03, each Noteholder, each Certificateholder and every Noteholder and the Trust Collateral Agent Indenture Trustee shall be entitled to such relief as can be given either at law or in equity. In Anything to the event the Trust Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notescontrary notwithstanding, by accepting its Note, each representing less than Noteholder agrees that unless a Insurer Default exists, the required amount Insurer shall have the right to exercise all rights of the applicable class Noteholder under this Agreement without any further consent of Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this AgreementNoteholder.

Limitation on Rights of Noteholders. No Noteholder shall have any right to vote (except as provided in this Agreement or in the Indenture) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement. Nothing set forth in this Agreement, nor contained in the terms of the Notes, shall constitute the Noteholders as members of any partnership or association. No Noteholder shall be under any liability to any third person by reason of any action taken pursuant to any provision of this Agreement. No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action, or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trust Collateral Agent a written notice of default and of the continuance thereof, and unless (i) the default arises from the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders shall have made written request upon the Trust Collateral Agent to institute such action, suit or proceeding in its own name as Trust Collateral Agent under this Agreement and such Holder shall have offered to the Trust Collateral Agent such indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trust Collateral Agent, 104 for thirty (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 and during such 30-day period no request or waiver inconsistent with such written request has been given to the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04; no one or more Holders of Notes or Certificateholders shall have any right in any manner whatsoever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb, or prejudice the rights of the Holders of any other of the Notes or the Certificateholders, or to obtain or seek to obtain priority over or preference to any other such Holder or Certificateholder (but subject to the priorities of payment set forth herein), or to enforce any right, under this Agreement except in the manner provided in this Agreement and for the equal, ratable, and common benefit of all Noteholders and all Certificateholders. For the protection and enforcement of the provisions of this Section, each Noteholder, each Certificateholder and the Trust Collateral Agent shall be entitled to such relief as can be given either at law or in equity. In the event the Trust Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than the required amount of the applicable class of Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Agreement.

Limitation on Rights of Noteholders. No Noteholder shall have any right to vote (except as provided in this Agreement or in the Indenture) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement. Nothing set forth in this Agreement, nor contained in the terms of the Notes, shall constitute the Noteholders as members of any partnership or association. No Noteholder shall be under any liability to any third person by reason of any action taken pursuant to any provision of this Agreement. No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action, or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trust Collateral Agent a written notice of default and of the continuance thereof, and unless (i) the default arises from the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders shall have made written request upon the Trust Collateral Agent to institute such action, suit or proceeding in its own name as Trust Collateral Agent under this Agreement and such Holder shall have offered to the Trust Collateral Agent such indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trust Collateral Agent, 103 for thirty (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 and during such 30-day period no request or waiver inconsistent with such written request has been given to the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04; no one or more Holders of Notes or Certificateholders shall have any right in any manner whatsoever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb, or prejudice the rights of the Holders of any other of the Notes or the Certificateholders, or to obtain or seek to obtain priority over or preference to any other such Holder or Certificateholder (but subject to the priorities of payment set forth herein), or to enforce any right, under this Agreement except in the manner provided in this Agreement and for the equal, ratable, and common benefit of all Noteholders and all Certificateholders. For the protection and enforcement of the provisions of this Section, each Noteholder, each Certificateholder and the Trust Collateral Agent shall be entitled to such relief as can be given either at law or in equity. In the event the Trust Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than the required amount of the applicable class of Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Agreement.

Limitation on Rights of Noteholders. No Noteholder shall have any right to vote (except as provided in this Agreement or in the Indenture) or in any manner otherwise control the operation and management of the TrustTrust Estate (except as provided in this Indenture), or the obligations of the parties to hereto (except as provided in this Agreement. Nothing Indenture), nor shall anything herein set forth in this Agreement, nor or contained in the terms of the Notes, shall Notes be construed so as to constitute the Noteholders from time to time as partners or members of an association; nor shall any partnership or association. No Noteholder shall be under any liability to any third person party by reason of any action taken by the parties to this Indenture pursuant to any provision of this Agreementhereof, except as expressly provided for herein. No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement Indenture to institute any suit, action, action or proceeding in equity or at law upon or under or with respect to this AgreementIndenture, unless such Holder previously shall have given to the Trust Collateral Agent Note Trustee a written notice of a Note Trustee default or default under this Indenture and of the continuance thereof, as hereinbefore provided, and unless (i) the default arises from the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders shall also have made written request upon the Trust Collateral Agent Note Trustee to institute such action, suit or proceeding in its own name as Trust Collateral Agent under this Agreement Note Trustee hereunder and such Holder shall have offered to the Trust Collateral Agent Note Trustee such reasonable indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trust Collateral AgentNote Trustee, for thirty (30) 10 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 proceeding; it being understood and during such 30-day period no request or waiver inconsistent intended, and being expressly covenanted by each Noteholder with such written request has been given to the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04; other Noteholder and the Note Trustee, that no one or more Holders Noteholders of Notes or Certificateholders shall have any right in any manner whatsoever whatever by virtue or by availing itself or themselves of any provisions of this Agreement Indenture to affect, disturb, disturb or prejudice the rights of the Holders Noteholders of any other of the Notes or the CertificateholdersNotes, or to obtain or seek to obtain priority over or preference to any other such Holder or Certificateholder (but subject to the priorities of payment set forth herein), or to enforce any right, right under this Agreement Indenture, except in the manner herein provided in this Agreement and for the equal, ratable, and common benefit of all Noteholders and all CertificateholdersNoteholders. For the protection and enforcement of the provisions of this SectionSection 13.07, each Noteholder, each Certificateholder and every Noteholder and the Trust Collateral Agent Note Trustee shall be entitled to such relief as can be given either at law or in equity. In the event the Trust Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than the required amount of the applicable class of Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Agreement.

Limitation on Rights of Noteholders. No Noteholder shall have any right to vote (except as provided in this Agreement or in the Indenture) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement. Nothing set forth in this Agreement, nor contained in the terms of the Notes, shall constitute the Noteholders as members of any partnership or association. No Noteholder shall be under any liability to any third person by reason of any action taken pursuant to any provision of this Agreement. No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action, or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trust Collateral Agent a written notice of default and of the continuance thereof, and unless (i) the default arises from the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders shall have made written request upon the Trust Collateral Agent to institute such action, suit or proceeding in its own name as Trust Collateral Agent under this Agreement and such Holder shall have offered to the Trust Collateral Agent such indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trust Collateral Agent, for thirty (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 and during such 30-day period no request or waiver inconsistent with such written request has been given to the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04; no one or more Holders of Notes or Certificateholders shall have any right in any manner whatsoever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb, or prejudice the rights of the Holders of any other of the Notes or 104 the Certificateholders, or to obtain or seek to obtain priority over or preference to any other such Holder or Certificateholder (but subject to the priorities of payment set forth herein), or to enforce any right, under this Agreement except in the manner provided in this Agreement and for the equal, ratable, and common benefit of all Noteholders and all Certificateholders. For the protection and enforcement of the provisions of this Section, each Noteholder, each Certificateholder and the Trust Collateral Agent shall be entitled to such relief as can be given either at law or in equity. In the event the Trust Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than the required amount of the applicable class of Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Agreement.

Limitation on Rights of Noteholders. No Noteholder shall have any right to vote (except as provided in this Agreement or in the Indenture) or in any manner otherwise control the operation and management of the Trust, Security for the Senior Notes (except as provided in this Indenture) or the obligations of the parties to hereto (except as provided in this Agreement. Nothing Indenture) nor shall anything herein set forth in this Agreement, nor or contained in the terms of the Notes, shall Senior Notes be construed so as to constitute the Noteholders from time to time as partners or members of an association nor shall any partnership or association. No Noteholder shall be under any liability to any third person party by reason of any action taken by the parties to this Indenture pursuant to any provision of this Agreementhereof, except as expressly provided for herein. No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement Indenture to institute any suit, action, action or proceeding in equity or at law upon or under or with respect to this AgreementIndenture, unless such Holder previously shall have given to the Trust Collateral Agent Indenture Trustee a written notice of default an Event of Default and of the continuance thereof, as hereinbefore provided, and unless (i) the default arises from the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders shall also have made written request upon the Trust Collateral Agent Indenture Trustee to institute such action, suit or proceeding in its own name as Trust Collateral Agent under this Agreement Indenture Trustee hereunder and such Holder shall have offered to the Trust Collateral Agent Indenture Trustee such reasonable security or indemnity (including reasonable advances) as it may reasonably require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trust Collateral AgentIndenture Trustee, for thirty (30) days ten Business Days after its receipt of such notice, request, request and offer of security or indemnity, shall have neglected or refused to institute any such action, suit or proceeding proceeding, it being understood and during such 30-day period no request or waiver inconsistent intended, and being expressly covenanted by each Noteholder with such written request has been given to the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04; other Noteholder and the Indenture Trustee, that no one or more Holders of Notes or Certificateholders Noteholders shall have any right in any manner whatsoever whatever by virtue or by availing itself or themselves of any provisions of this Agreement Indenture to affect, disturb, disturb or prejudice the rights of the Holders of any other of the Notes or the Certificateholders, Noteholders or to obtain or seek to obtain priority over or preference to any other such Holder or Certificateholder (but subject to the priorities of payment set forth herein), or to enforce any right, right under this Agreement Indenture, except in the manner herein provided in this Agreement and for the equal, ratable, and common benefit of all Noteholders and all Certificateholders. For the protection and enforcement of the provisions of this Section, each Noteholder, each Certificateholder and the Trust Collateral Agent shall be entitled to such relief as can be given either at law or in equity. In the event the Trust Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than the required amount of the applicable class of Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Agreement.benefit

Limitation on Rights of Noteholders. No Noteholder shall have any right to vote (except as provided in this Agreement or in the Indenture) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement. Nothing set forth in this Agreement, nor contained in the terms of the Notes, shall constitute the Noteholders as members of any partnership or association. No Noteholder shall be under any liability to any third person by reason of any action taken pursuant to any provision of this Agreement. No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action, or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trust Collateral Agent a written notice of default and of the continuance thereof, and unless (i) the default arises from the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders shall have made written request upon the Trust Collateral Agent to institute such action, suit or proceeding in its own name as Trust Collateral Agent under this Agreement and such Holder shall have offered to the Trust Collateral Agent such indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trust Collateral Agent, for thirty (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 and during such 30-day period no request or waiver inconsistent with such written request has been given to the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04; no one or more Holders of Notes or Certificateholders shall have any right in any manner whatsoever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb, or prejudice the rights of the Holders of any other of the Notes or the Certificateholders, or to obtain or seek to obtain priority over or preference to any other such Holder or Certificateholder (but subject to the priorities of payment set forth herein), or to enforce any right, under this Agreement except in the manner provided in this Agreement and for the equal, ratable, and common benefit of all Noteholders and all Certificateholders. For the protection and enforcement of the provisions of this Section, each Noteholder, each Certificateholder and the Trust Collateral Agent shall be entitled to such relief as can be given either at law or in equity. In the event the Trust Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than the required amount of the applicable class of Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Agreement.. 105

Limitation on Rights of Noteholders. No Noteholder shall have any right to vote (except as provided in this Agreement or in the Indenture) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement. Nothing set forth , nor shall anything in this AgreementAgreement set forth, nor or contained in the terms of the Notes, shall Notes be construed so as to constitute the Noteholders from time to time as partners or members of an association; nor shall any partnership or association. No Noteholder shall be under any liability to any third person by reason of any action taken pursuant to any provision of this Agreement. No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action, or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trust Collateral Agent a written notice of default and of the continuance thereof, and unless also (i) the default arises from the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders shall have made written request upon the Trust Collateral Agent to institute such action, suit or proceeding in its own name as Trust Collateral Agent under this Agreement and such Holder shall have offered to the Trust Collateral Agent such indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trust Collateral Agent, for thirty (30) 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 and during such 30-day period no request or waiver inconsistent with such written request has been given to the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04; no one or more Holders of Notes or Certificateholders Certificates shall have any right in any manner whatsoever whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb, or prejudice the rights of the Holders of any other of the Notes or the CertificateholdersCertificates, or to obtain or seek to obtain priority over or preference to any other such Holder or Certificateholder (but subject to the priorities of payment set forth herein), or to enforce any right, under this Agreement except in the manner provided in this Agreement and for the equal, ratable, and common benefit of all Noteholders and all Certificateholders. For the protection and enforcement of the provisions of this Section, each Noteholder, each Certificateholder and the Trust Collateral Agent shall be entitled to such relief as can be given either at law or in equity. In the event the Trust Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than the required amount of the applicable class of Class A Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Agreement.

Limitation on Rights of Noteholders. No Noteholder shall have any right to vote (except as provided in this Agreement or in the Indenture) or in any manner otherwise control the operation and management of the Trust, Security for the Senior Notes (except as provided in this Indenture) or the obligations of the parties to hereto (except as provided in this Agreement. Nothing Indenture) nor shall anything herein set forth in this Agreement, nor or contained in the terms of the Notes, shall Senior Notes be construed so as to constitute the Noteholders from time to time as partners or members of an association nor shall any partnership or association. No Noteholder shall be under any liability to any third person party by reason of any action taken by the parties to this Indenture pursuant to any provision of this Agreementhereof, except as expressly provided for herein. No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement Indenture to institute any suit, action, action or proceeding in equity or at law upon or under or with respect to this AgreementIndenture, unless such Holder previously shall have given to the Trust Collateral Agent Indenture Trustee a written notice of default an Event of Default and of the continuance thereof, as hereinbefore provided, and unless (i) the default arises from the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders shall also have made written request upon the Trust Collateral Agent Indenture Trustee to institute such action, suit or proceeding in its own name as Trust Collateral Agent under this Agreement Indenture Trustee hereunder and such Holder shall have offered to the Trust Collateral Agent Indenture Trustee such reasonable security or indemnity (including reasonable advances) as it may reasonably require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trust Collateral AgentIndenture Trustee, for thirty (30) days ten Business Days after its receipt of such notice, request, request and offer of security or indemnity, shall have neglected or refused to institute any such action, suit or proceeding proceeding, it being understood and during such 30-day period no request or waiver inconsistent intended, and being expressly covenanted by each Noteholder with such written request has been given to the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04; other Noteholder and the Indenture Trustee, that no one or more Holders of Notes or Certificateholders Noteholders shall have any right in any manner whatsoever whatever by virtue or by availing itself or themselves of any provisions of this Agreement Indenture to affect, disturb, disturb or prejudice the rights of the Holders of any other of the Notes or the Certificateholders, Noteholders or to obtain or seek to obtain priority over or preference to any other such Holder or Certificateholder (but subject to the priorities of payment set forth herein), or to enforce any right, right under this Agreement Indenture, except in the manner herein provided in this Agreement and for the equal, ratable, and common benefit of all Noteholders and all CertificateholdersNoteholders. For the protection and enforcement of the provisions of this SectionSection 16.10, each Noteholder, each Certificateholder and every Noteholder and the Trust Collateral Agent Indenture Trustee shall be entitled to such relief as can be given either at law or in equity. In the event the Trust Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than the required amount of the applicable class of Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Agreement.

Limitation on Rights of Noteholders. The death or incapacity of any Noteholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Noteholder’s legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Noteholder shall have any right to vote (except as provided in this Agreement or in the Indentureherein) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement. Nothing hereto, nor shall anything herein set forth in this Agreement, nor or contained in the terms of the Notes, shall Notes be construed so as to constitute the Noteholders from time to time as partners or members of an association; nor shall any partnership or association. No Noteholder shall 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 of this Agreementhereof. 123 No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trust Collateral Agent Master Servicer or the Indenture Trustee, as applicable, a written notice of default an Event of Default and of the continuance thereof, as herein provided, and unless (i) the default arises from Holders of Notes evidencing not less than 25% of the Seller’s or Voting Interests evidenced by the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders Notes shall also have made written request upon to the Trust Collateral Agent Master Servicer or the Indenture Trustee, as applicable, to institute such action, suit or proceeding in its own name as Trust Collateral Agent under this Agreement Indenture Trustee hereunder and such Holder shall have offered to the Trust Collateral Agent Master Servicer or the Indenture Trustee, as applicable, such reasonable indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trust Collateral AgentMaster Servicer or the Indenture Trustee, as applicable, for thirty (30) 60 days after its receipt of such notice, request, request and offer of indemnity, indemnity shall have neglected or refused to institute any such action, suit or proceeding proceeding; it being understood and during such 30-day period no request intended, and being expressly covenanted by each Noteholder with every other Noteholder and the Master Servicer or waiver inconsistent with such written request has been given to the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04; Indenture Trustee, as applicable, that no one or more Holders of Notes or Certificateholders shall have any right in any manner whatsoever whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb, disturb or prejudice the rights of the Holders of any other of the Notes or the CertificateholdersNotes, or to obtain or seek to obtain priority over or preference to any other such Holder or Certificateholder (but subject to the priorities of payment set forth herein)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 Noteholders and all CertificateholdersNoteholders. For the protection and enforcement of the provisions of this SectionSection 10.8, each Noteholder, each Certificateholder and every Noteholder and the Trust Collateral Agent Indenture Trustee shall be entitled to such relief as can be given either at law or in equity. In the event the Trust Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than the required amount of the applicable class of Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Agreement.

Limitation on Rights of Noteholders. No Noteholder shall have any right to vote (except as provided in this Agreement or in the Indenture) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement. Nothing set forth in this Agreement, nor contained in the terms of the Notes, shall constitute the Noteholders as members of any partnership or association. No Noteholder shall be under any liability to any third person by reason of any action taken pursuant to any provision of this Agreement. No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action, or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trust Collateral Agent a written notice of default and of the continuance thereof, and unless (i) the default arises from the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders shall have made written request upon the Trust Collateral Agent to institute such action, suit or proceeding in its own name as Trust Collateral Agent under this Agreement and such Holder shall have offered to the Trust Collateral Agent such indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trust Collateral Agent, for thirty (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 and during such 30-day period no request or waiver inconsistent with such written request has been given to the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04; no one or more Holders of Notes or Certificateholders shall have any right in any manner whatsoever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb, or prejudice the rights of the Holders of any other of the Notes or the Certificateholders, or to obtain or seek to obtain priority over or preference to any other such Holder or Certificateholder (but subject to the priorities of payment set forth herein), or to enforce any right, under this Agreement except in the manner provided in this Agreement and for the equal, ratable, and common benefit of all Noteholders and all Certificateholders. For the protection and enforcement of the provisions of this Section, each Noteholder, each Certificateholder and the Trust Collateral Agent shall be entitled to such relief as can be given either at law or in equity. In the event the Trust Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than the required amount of the applicable class of Notes, the Indenture Trustee in its sole discretion may 105 determine what action, if any, shall be taken, notwithstanding any other provisions of this Agreement.

Limitation on Rights of Noteholders. The death or incapacity of any Noteholder shall not operate to terminate this Agreement or the trust created hereby, nor entitle such Noteholder's legal representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a petition or winding up of the trust created hereby, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Noteholder shall have any right to vote (except as provided in this Agreement or in the Indentureherein) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement. Nothing hereto, nor shall anything herein set forth in this Agreement, nor or contained in the terms of the Notes, shall Notes be construed so as to constitute the Noteholders from time to time as partners or members of an association; nor shall any partnership or association. No Noteholder shall 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 of this Agreementhereof. No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trust Collateral Agent Master Servicer or the Indenture Trustee, as applicable, a written notice of default an Event of Default and of the continuance thereof, as herein provided, and unless (i) the default arises from Holders of Notes evidencing not less than 25% of the Seller’s or Voting Interests evidenced by the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders Notes shall also have made written request upon to the Trust Collateral Agent Master Servicer or the Indenture Trustee, as applicable, to institute such action, suit or proceeding in its own name as Trust Collateral Agent under this Agreement Indenture Trustee hereunder and such Holder shall have offered to the Trust Collateral Agent Master Servicer or the Indenture Trustee, as applicable, such reasonable indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trust Collateral AgentMaster Servicer or the Indenture Trustee, as applicable, for thirty (30) 60 days after its receipt of such notice, request, request and offer of indemnity, indemnity shall have neglected or refused to institute any such action, suit or proceeding proceeding; it being understood and during such 30-day period no request intended, and being expressly covenanted by each Noteholder with every other Noteholder and the Master Servicer or waiver inconsistent with such written request has been given to the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04; Indenture Trustee, as applicable, that no one or more Holders of Notes or Certificateholders shall have any right in any manner whatsoever whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb, disturb or prejudice the rights of the Holders of any other of the Notes or the CertificateholdersNotes, or to obtain or seek to obtain priority over or preference to any other such Holder or Certificateholder (but subject to the priorities of payment set forth herein)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 Noteholders and all CertificateholdersNoteholders. For the protection and enforcement of the provisions of this SectionSection 10.8, each Noteholder, each Certificateholder and every Noteholder and the Trust Collateral Agent Indenture Trustee shall be entitled to such relief as can be given either at law or in equity. In the event the Trust Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than the required amount of the applicable class of Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Agreement.

Limitation on Rights of Noteholders. No Noteholder shall have any right to vote (except as provided in this Agreement or in the Indenturea) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement. Nothing set forth in this Agreement, nor contained in the terms of the Notes, shall constitute the Noteholders as members of any partnership or association. No Noteholder shall be under any liability to any third person by reason of any action taken pursuant to any provision of this Agreement. No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement Indenture to institute any suit, action, action or proceeding in equity or at law upon or under or with respect to this AgreementIndenture, unless such Holder previously Noteholder shall have previously given to the Trust Collateral Agent a written notice of default and of the continuance thereofTrustee, and unless (i) the default arises from majority of the Seller’s Noteholders of the affected Notes or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders Series of Notes shall have made made, a written request upon the Trust Collateral Agent Trustee to institute such action, suit or proceeding in its own name as Trust Collateral Agent under this Agreement Trustee hereunder and such Holder shall have offered to the Trust Collateral Agent Trustee such reasonable indemnity as it may reasonably require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trust Collateral AgentTrustee, for thirty (30) 60 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 proceeding; it being understood and during such 30-day period no request or waiver inconsistent intended, and being expressly covenanted by each Noteholder with such written request has been given to every other Noteholder and the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04; Trustee, that no one or more Holders of Notes or Certificateholders Noteholders shall have any right in any manner whatsoever whatever by virtue of, or by availing itself or themselves of of, any provisions of this Agreement Indenture to affect, disturb, disturb or prejudice the rights of the Holders any other Noteholder or any Noteholder of any other Series of the Notes or the CertificateholdersNotes, or to obtain or seek to obtain priority over or preference to any such other Noteholder or any such Holder or Certificateholder (but subject to the priorities Noteholder of payment set forth herein)any other Series of Notes, or to enforce any right, right under this Agreement Indenture, except in the manner herein provided in this Agreement and for the equal, ratable, ratable and common benefit of, in the case of actions affecting the Noteholders as a class, all Noteholders and or, in the case of actions affecting the Noteholders of any Series of Notes, all CertificateholdersNoteholders of such Series. For the protection and enforcement of the provisions of this SectionSECTION 16.01, each Noteholder, each Certificateholder and every Noteholder and the Trust Collateral Agent Trustee shall be entitled to such relief as can be given either at law or in equity. In the event the Trust Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than the required amount of the applicable class of Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Agreement.

Limitation on Rights of Noteholders. No Noteholder ----------------------------------- shall have any right to vote (except as provided in this Agreement or in Sections 6.01, 7.01, and 9.01 herein and Section 12.1 of the Indenture) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement. Nothing set forth in this Agreementhereto, nor shall anything herein set forth, or contained in the terms of the Notes, shall be construed so as to constitute the Noteholders from time to time as partners or members of an association; nor shall any partnership or association. No Noteholder shall be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision of this Agreementhereof. No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trust Collateral Agent Indenture Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless (i) also the default arises from the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders Holders of Notes evidencing Voting Rights aggregating not less than 51% shall have made written request upon the Trust Collateral Agent Indenture Trustee to institute such action, suit or proceeding in its own name as Trust Collateral Agent under this Agreement Indenture Trustee hereunder and such Holder shall have offered to the Trust Collateral Agent Indenture Trustee such reasonable indemnity as it may reasonably require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and the Trust Collateral AgentIndenture Trustee, for thirty (30) 60 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 proceeding; it being understood and during such 30-day period no request or waiver inconsistent intended, and being expressly covenanted by each Noteholder with such written request has been given to every other Noteholder and the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04; Indenture Trustee, that no one or more Holders of Notes or Certificateholders shall have any right in any manner whatsoever whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb, disturb or prejudice the rights of the Holders of any other of the Notes or the CertificateholdersNotes, or to obtain or seek to obtain priority over or preference to any other such Holder or Certificateholder (but subject to the priorities of payment set forth herein)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, ratable and common benefit of all Noteholders and all CertificateholdersNoteholders. For the protection and enforcement of the provisions of this SectionSection 9.03, each Noteholder, each Certificateholder and every Noteholder and the Trust Collateral Agent Indenture Trustee shall be entitled to such relief as can be given either at law or in equity. In the event the Trust Collateral Agent shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesBy accepting its Note, each representing less than Noteholder agrees that unless a Credit Enhancer Default exists, the required amount Credit Enhancer shall have the right to exercise all rights of the applicable class Noteholder under this Agreement without any further consent of Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this AgreementNoteholder.