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. 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 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. 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 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. (a) The death or incapacity of any Noteholder shall not operate to terminate this Agreement or the Issuer, nor entitle such Noteholder'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 Issuer, nor otherwise affect the rights, obligations and liabilities of the parties to this Agreement or any of them. (b) No Noteholder shall have any right to vote (except as specifically provided herein including in this Agreement or in the IndentureSection 13.1) or in any manner otherwise control the operation and management of the TrustIssuer, 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 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 . (c) [So long as no Note Insurer Default has occurred and is continuing, except as otherwise specifically provided herein, whenever Noteholder action, consent or approval is required under this Agreement, such action, consent or approval shall be deemed to have been taken or given on behalf of, and shall be binding upon, all Noteholders if the Note Insurer agrees to take such action or give such consent or approval.] (d) [If a Note Insurer Default shall have occurred and be continuing, 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) also the default arises from Noteholders evidencing not less than 25% of the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders Note Balance 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 Trustee under this Agreement and such Holder shall have offered to the Trust Collateral Agent such reasonable indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, 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 8.048.4; 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, 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, under this Agreement except in the manner 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 13.3, each Noteholder, each Certificateholder Noteholder 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 Nothing in its sole discretion may determine what action, if any, this Agreement shall be taken, notwithstanding construed as giving the Noteholders any other provisions of this Agreementdirect right to make a claim on the Note Policy.]

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 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. (a) The death or incapacity of any Noteholder shall not operate to terminate this Agreement or the Trust, nor entitle such Noteholder'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, nor otherwise affect the rights, obligations and liabilities of the parties to this Agreement or any of them. (b) No Noteholder shall have any right to vote (except as provided in this Agreement Section 10.3 or in the IndentureSections 8.2, 8.5 or 10.1) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement. Nothing , nor shall anything set forth in this Agreement, nor 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 Agreement. Agreement or any Related Document. (c) 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 Indenture Trustee a written notice of default and of the continuance thereof, as provided in this Agreement, and unless (i) also the default arises from Holders of Notes evidencing not less than 25% of the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders Note Balance 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 Indenture Trustee under this Agreement 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) 30 days after its receipt of such notice, request, and offer of indemnity, shall have neglected or refused to institute any such action, suit suit, or proceeding and during such 30-day period period, no request or waiver inconsistent with such written request has been given to the Trust Collateral Agent Indenture Trustee pursuant to and in compliance with this Section 11.03 10.3 or Section 8.048.5; it being understood and intended, and being expressly covenanted by each Noteholder with every other Noteholder and the 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, 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 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 10.3, 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. (a) The death or incapacity of any Noteholder shall not operate to terminate this Agreement or the Trust, nor entitle such Noteholder'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, nor otherwise affect the rights, obligations and liabilities of the parties to this Agreement or any of them. (b) No Noteholder shall have any right to vote (except as provided in this Agreement Section 11.3 or in the IndentureSections 9.2 or 11.1) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement. Nothing , nor shall anything set forth in this Agreement, nor 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 Agreement. Agreement or any Related Document. (c) 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 Indenture Trustee a written notice of default and of the continuance thereof, as provided in Section 5.6 of the Indenture and unless (i) also the default arises from Holders of Notes evidencing not less than 25% of the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders Note Balance 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 Indenture Trustee under this Agreement 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 sixty (3060) days after its receipt of such notice, request, and offer of indemnity, shall have neglected or refused to institute any such action, suit suit, or proceeding and during such 30-day period no request or waiver direction inconsistent with such written request has been given to the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04Indenture Trustee during such sixty (60) day period by a Note Majority; it being understood and intended, and being expressly covenanted by each Noteholder with every other Noteholder and the 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, 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 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 11.3, 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. (a) The death or incapacity of any Noteholder shall not operate to terminate this Agreement or the Issuer, nor entitle such Noteholder'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 Issuer, nor otherwise affect the rights, obligations and liabilities of the parties to this Agreement or any of them. (b) No Noteholder shall have any right to vote (except as specifically provided herein including in this Agreement or in the IndentureSection 13.1) or in any manner otherwise control the operation and management of the TrustIssuer, 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 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 . (c) So long as no Note Insurer Default has occurred and is continuing, except as otherwise specifically provided herein, whenever Noteholder action, consent or approval is required under this Agreement, such action, consent or approval shall be deemed to have been taken or given on behalf of, and shall be binding upon, all Noteholders if the Note Insurer agrees to take such action or give such consent or approval. (d) If a Note Insurer Default shall have occurred and be continuing, 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) also the default arises from Class A Noteholders evidencing not less than 25% of the Seller’s or Class A Note Balance or, after the Servicer’s failure to remit payments when due hereunderPolicy Expiration Date, or (ii) the Majority Class B Noteholders evidencing not less than 25% of the Class B Note Balance 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 Trustee under this Agreement and such Holder shall have offered to the Trust Collateral Agent such reasonable indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, 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 8.048.4; 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, 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, under this Agreement except in the manner 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 13.3, each Noteholder, each Certificateholder Noteholder 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 Nothing in its sole discretion may determine what action, if any, this Agreement shall be taken, notwithstanding construed as giving the Noteholders any other provisions of this Agreementdirect right to make a claim on the Policy.

Limitation on Rights of Noteholders. (a) The death or incapacity of any Noteholder shall not operate to terminate this Agreement or the Issuer, nor entitle such Noteholder's or 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 Issuer, nor otherwise affect the rights, obligations and liabilities of the parties to this Agreement or any of them. (b) No Noteholder shall have any right to vote (except as specifically provided herein including in this Agreement or in the IndentureSection 13.1) or in any manner otherwise control the operation and management of the TrustIssuer, 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 . (c) So long as no Note Insurer Default has occurred and is continuing, except as otherwise specifically provided herein, whenever Noteholder action, consent or approval is required under this Agreement, such action, consent or approval shall be deemed to have been taken or given on behalf of, and shall be binding upon, all Noteholders if the Note Insurer agrees to take such action or give such consent or approval. (d) If a Note Insurer Default shall have occurred and be continuing, 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) also the default arises from Class A Noteholders evidencing not less than 25% of the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders Class A Note Balance 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 Trustee under this Agreement and such Holder shall have offered to the Trust Collateral Agent such reasonable indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, 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 8.048.4; 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, 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, under this Agreement except in the manner 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 13.3, each Noteholder, each Certificateholder Noteholder 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 Nothing in its sole discretion may determine what action, if any, this Agreement shall be taken, notwithstanding construed as giving the Noteholders any other provisions of this Agreementdirect right to make a claim on the Policy.

Limitation on Rights of Noteholders. No (a) The death or incapacity of any Noteholder shall have any right not operate 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 terminate this Agreement, nor shall such death or incapacity entitle such Noteholder'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 Collateral, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Nothing 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 Agreement. hereof. (c) No Noteholder (other than a Holder of 100% of the outstanding Notes) 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 Noteholder previously shall have given to the Trust Collateral Agent a written notice of default and of the continuance thereofTrustee, 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 Holders shall have made made, 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 therebythereby (which, in the case of an Institutional Investor, will be satisfied by an unsecured indemnity agreement), 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 Noteholder shall have any the 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 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)Noteholder, 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 16.3, 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. (a) The death or incapacity of any Noteholder shall not operate to terminate this Agreement or the Issuer, nor entitle such Noteholder'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 Issuer, nor otherwise affect the rights, obligations and liabilities of the parties to this Agreement or any of them. (b) No Noteholder shall have any right to vote (except as specifically provided herein including in this Agreement or in the IndentureSection 13.1) or in any manner otherwise control the operation and management of the TrustIssuer, 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 . (c) So long as no Note Insurer Default has occurred and is continuing, except as otherwise specifically provided herein, whenever Noteholder action, consent or approval is required under this Agreement, such action, consent or approval shall be deemed to have been taken or given on behalf of, and shall be binding upon, all Noteholders if the Note Insurer agrees to take such action or give such consent or approval. (d) If a Note Insurer Default shall have occurred and be continuing, 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) also the default arises from Class A Noteholders evidencing not less than 25% of the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders Class A Note Balance 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 Trustee under this Agreement and such Holder shall have offered to the Trust Collateral Agent such reasonable indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, 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 8.048.4; 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, 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, under this Agreement except in the manner 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 13.3, each Noteholder, each Certificateholder Noteholder 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 Nothing in its sole discretion may determine what action, if any, this Agreement shall be taken, notwithstanding construed as giving the Noteholders any other provisions of this Agreementdirect right to make a claim on the Policy.

Limitation on Rights of Noteholders. (a) The death or incapacity of any Noteholder shall not operate to terminate this Agreement or the Issuer, nor entitle such Noteholder'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 Issuer, nor otherwise affect the rights, obligations and liabilities of the parties to this Agreement or any of them. (b) No Noteholder shall have any right to vote (except as specifically provided herein including in this Agreement or in the IndentureSection 13.1) or in any manner otherwise control the operation and management of the TrustIssuer, 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 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 . (c) So long as no Note Insurer Default has occurred and is continuing, except as otherwise specifically provided herein, whenever Noteholder action, consent or approval is required under this Agreement, such action, consent or approval shall be deemed to have been taken or given on behalf of, and shall be binding upon, all Noteholders if the Note Insurer agrees to take such action or give such consent or approval. (d) If a Note Insurer Default shall have occurred and be continuing, 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) also the default arises from Class A Noteholders evidencing not less than 25% of the Seller’s or Class A Note Balance or, after the Servicer’s failure to remit payments when due hereunderPolicy Expiration Date, or (ii) by the Majority Noteholders Class B Noteholders, evidencing not less than 25% of the Class B Note Balance 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 Trustee under this Agreement and such Holder shall have offered to the Trust Collateral Agent such reasonable indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, 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 8.048.4; 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, 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, under this Agreement except in the manner 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 13.3, each Noteholder, each Certificateholder Noteholder 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 Nothing in its sole discretion may determine what action, if any, this Agreement shall be taken, notwithstanding construed as giving the Noteholders any other provisions of this Agreementdirect right to make a claim on the Note Policy.

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. (a) The death or incapacity of any Noteholder shall not operate to terminate this Agreement or the Issuer, nor entitle such Noteholder'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 Issuer, nor otherwise affect the rights, obligations and liabilities of the parties to this Agreement or any of them. (b) No Noteholder shall have any right to vote (except as specifically provided herein including in this Agreement or in the IndentureSection 13.1) or in any manner otherwise control the operation and management of the TrustIssuer, 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 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 . (c) So long as no Note Insurer Default has occurred and is continuing, except as otherwise specifically provided herein, whenever Noteholder action, consent or approval is required under this Agreement, such action, consent or approval shall be deemed to have been taken or given on behalf of, and shall be binding upon, all Noteholders if the Note Insurer agrees to take such action or give such consent or approval. (d) If a Note Insurer Default shall have occurred and be continuing, 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) also the default arises from Noteholders evidencing not less than 25% of the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders Note Balance 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 Trustee under this Agreement and such Holder shall have offered to the Trust Collateral Agent such reasonable indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, 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 8.048.4; 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, 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, under this Agreement except in the manner 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 13.3, each Noteholder, each Certificateholder Noteholder 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 Nothing in its sole discretion may determine what action, if any, this Agreement shall be taken, notwithstanding construed as giving the Noteholders any other provisions of this Agreementdirect right to make a claim on the Note Policy.

Limitation on Rights of Noteholders. (a) The death or incapacity of any Noteholder shall not operate to terminate this Agreement or the Issuer, nor entitle such Noteholder'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 Issuer, nor otherwise affect the rights, obligations and liabilities of the parties to this Agreement or any of them. (b) No Noteholder shall have any right to vote (except as specifically provided herein including in this Agreement or in the IndentureSection 13.1) or in any manner otherwise control the operation and management of the TrustIssuer, 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 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 . (c) So long as no Note Insurer Default has occurred and is continuing, except as otherwise specifically provided herein, whenever Noteholder action, consent or approval is required under this Agreement, such action, consent or approval shall be deemed to have been taken or given on behalf of, and shall be binding upon, all Noteholders if the Note Insurer agrees to take such action or give such consent or approval. (d) If a Note Insurer Default shall have occurred and be continuing, 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 75 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) also the default arises from Class A Noteholders evidencing not less than 25% of the Seller’s or Class A Note Balance or, after the Servicer’s failure to remit payments when due hereunderPolicy Expiration Date, or (ii) by the Majority Noteholders Class B Noteholders, evidencing not less than 25% of the Class B Note Balance 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 Trustee under this Agreement and such Holder shall have offered to the Trust Collateral Agent such reasonable indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, 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 8.048.4; no one or more Holders of Notes or Certificateholders shall have any right in any manner whatsoever whatever by virtue or by availing 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 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, under this Agreement except in the manner 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 13.3, each Noteholder, each Certificateholder Noteholder 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 Nothing in its sole discretion may determine what action, if any, this Agreement shall be taken, notwithstanding construed as giving the Noteholders any other provisions of this Agreementdirect right to make a claim on the Note Policy.

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. (a) The death or incapacity of any Noteholder shall not operate to terminate this Indenture, nor shall such death or incapacity entitle such Noteholders' 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 corpus of the Pledged Assets, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) No Noteholder shall have any the right to vote (except as expressly provided in this Agreement or in the Indenture, including without limitation under Section 11.19) or in any manner otherwise control the operation and management of the Trust, Trustee or the Pledged Assets 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 Indenture pursuant to any provision of this Agreement. hereof. (c) No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement Indenture to file or otherwise institute any suit, action, action or proceeding in equity or at law upon or under or with respect to this AgreementIndenture, unless such Holder Noteholder previously shall have given to the Trust Collateral Agent a written notice of default and of the continuance thereofmade, 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 made, a written request upon to 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 failed to file or otherwise 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 or by availing itself or themselves of any provisions of this Agreement Indenture to affect, disturb, disturb or prejudice the rights of the Holders 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)Noteholder, 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 all Noteholders and all CertificateholdersNoteholders. For the protection and enforcement of the provisions of this SectionSection 14.02, 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 Notwithstanding any other provision of this Indenture, the event the Trust Collateral Agent shall receive conflicting Notes or inconsistent requests and indemnity from two or more groups of Holders of Notesany Supplement, each representing less than Noteholder shall have the required amount right to receive the payments of all amounts due hereunder, under the Notes held by such Holder and under the Supplement relating to the Series of Notes held by such Holder and the right to institute suit for the enforcement of any such payment without the consent of the applicable class of Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding or any other provisions of this AgreementHolder.

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. (a) [Reserved]. (b) 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 Series Enhancer shall have any right by virtue or by availing itself of any provisions of this Agreement to file or otherwise institute any suit, action, action or proceeding in equity or at law upon or under or with respect to this AgreementAgreement or any Supplement, unless such Holder Noteholder or Series Enhancer previously shall have given to the Trust Collateral Agent a written notice of default and of the continuance thereofmade, and unless a majority of the Control Parties effected thereby (iwhich, if such action, suit or proceeding relates to this Agreement, shall be deemed to be all Control Parties) 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 made, a written request upon to 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) 30 days after its receipt of such notice, request, request and offer of indemnity, shall have neglected failed to file or otherwise 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 or by availing itself or themselves of any provisions of this Agreement or any Supplement to affect, disturb, disturb or prejudice the rights of the Holders 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)Noteholder, or to enforce any right, right under this Agreement or any Supplement, except in the manner herein and therein provided in this Agreement and for the equal, ratable, ratable and common benefit of all Noteholders and all Certificateholdersof the Series or Classes affected thereby. For the protection and enforcement of the provisions of this SectionSection 13.03, 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. 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. (a) No Noteholder Holder of any Note 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 Proceeding with respect to this AgreementIndenture, unless such Holder previously shall have given to or for the Trust Collateral Agent appointment of a written notice of default and of the continuance thereofreceiver or trustee, and unless or for any other remedy hereunder, unless: (i) such Holder has previously given written notice to the default arises from the Seller’s or the Servicer’s failure to remit payments when due hereunder, or Indenture Trustee of a continuing Event of Default; (ii) the Majority Noteholders shall Holders of Notes entitled to not less than 25% of the Voting Rights have made written request upon to the Trust Collateral Agent Indenture Trustee to institute such action, suit or proceeding Proceeding in respect of such Event of Default in its own name as Trust Collateral Agent under this Agreement and Indenture Trustee hereunder; (iii) such Holder shall or Holders have offered to the Trust Collateral Agent such Indenture Trustee indemnity as reasonably satisfactory to it may reasonably require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and in complying with such request; (iv) the Trust Collateral Agent, Indenture Trustee for thirty (30) 60 days after its receipt of such notice, request, request and offer of indemnity, shall have neglected or refused indemnity has failed to institute any such action, suit or proceeding and during such 30-day period Proceedings; (v) no request or waiver direction inconsistent with such written request has been given to the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04Indenture Trustee during such 60-day period by the Holders of a majority of the Outstanding Amount of the Notes; and (vi) an Insurer Default shall have occurred and be continuing; it being understood and intended that no one or more Holders of Notes or Certificateholders shall have any right in any manner whatsoever by virtue of, or by availing itself or themselves of of, any provisions provision of this Agreement Indenture to affect, disturb, disturb or prejudice the rights of the any other Holders of any other of the Notes or the Certificateholders, or to obtain or to seek to obtain priority over or preference to over any other such Holder or Certificateholder (but subject to the priorities of payment set forth herein), Holders or to enforce any right, right under this Agreement Indenture, 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 equityherein provided. In the event the Trust Collateral Agent Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than the required amount a majority of the applicable class Outstanding Amount of the Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this AgreementIndenture. (b) The death or incapacity of any Noteholder shall not operate to terminate this Indenture, nor entitle such Noteholder'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 Issuer, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (c) No Noteholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Issuer, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of any of the Notes, be construed so as to constitute the Noteholders from time to time as partners or members of an association; nor shall any Noteholder be under any liability to any third person by reason of any action taken by the parties to this Indenture pursuant to any provision hereof.

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 107 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 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. 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.

Limitation on Rights of Noteholders. (a) The death or incapacity of any Noteholder shall not operate to terminate this Agreement or the Issuer, nor entitle such Noteholder'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 Issuer, nor otherwise affect the rights, obligations and liabilities of the parties to this Agreement or any of them. (b) No Noteholder shall have any right to vote (except as specifically provided herein including in this Agreement or in the IndentureSection 13.1) or in any manner otherwise control the operation and management of the TrustIssuer, 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 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 . (c) So long as no Note Insurer Default has occurred and is continuing, except as otherwise specifically provided herein, whenever Noteholder action, consent or approval is required under this Agreement, such action, consent or approval shall be deemed to have been taken or given on behalf of, and shall be binding upon, all Noteholders if the Note Insurer agrees to take such action or give such consent or approval. (d) If a Note Insurer Default shall have occurred and be continuing, 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) also the default arises from Noteholders evidencing not less than 25% of the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders Note Balance 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 Trustee under this Agreement and such Holder shall have offered to the Trust Collateral Agent such reasonable indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, 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 8.048.4; 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, 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, under this Agreement except in the manner 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 13.3, each Noteholder, each Certificateholder Noteholder 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 Nothing in its sole discretion may determine what action, if any, this Agreement shall be taken, notwithstanding construed as giving the Noteholders any other provisions of this Agreementdirect right to make a claim on the Policy.

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. (a) No Noteholder shall have any right to vote (except as expressly provided otherwise in this Agreement or in the IndentureAgreement) or in any manner otherwise to control the operation and management of the TrustIssuer, 63 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 Person by reason of any action taken by the parties to this Agreement pursuant to any provision of this Agreement. hereof. (b) 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 Agreementthe Transaction Documents, unless such Holder the Noteholder previously shall have given to the Trust Collateral Agent a written notice of default and of the continuance thereofTrustee, 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 Required Holders shall have made made, 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) 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 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; every other Noteholder, and 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 a Transaction Document to affect, disturb, disturb or prejudice the rights of the Holders of any other of the Notes or the Certificateholders, Noteholder or to obtain or seek to obtain priority over or preference to any such other such Holder or Certificateholder (but subject Noteholder except to the priorities of payment set forth herein)extent provided in the Transaction Documents, or to enforce any rightright under the Transaction Documents, under this Agreement except in the manner herein provided in this Agreement and for the equal, ratable, ratable and common benefit of of, all Noteholders and all Certificateholders(subject to the priorities set forth in the Transaction Documents). For the protection and enforcement of the provisions of this Section, each Noteholder, each Certificateholder and the Trust Collateral Agent every Noteholder and 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 . (c) By their acceptance of Holders of Notes, each representing less than the required amount of the applicable class of NotesNotes pursuant to this Agreement, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other Noteholders agree to the provisions of this AgreementSection.

Limitation on Rights of Noteholders. (a) The death or incapacity of any Noteholder shall not operate to terminate this Agreement or the Trust, nor entitle such Noteholder'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, nor otherwise affect the rights, obligations and liabilities of the parties to this Agreement or any of them. (b) No Noteholder shall have any right to vote (except as provided in this Agreement SECTION 11.3 or in the IndentureSECTIONS 9.2 or 11.1) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement. Nothing , nor shall anything set forth in this Agreement, nor 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 Agreement. Agreement or any Related Document. (c) 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 Indenture Trustee a written notice of default and of the continuance thereof, as provided in SECTION 5.6 of the Indenture and unless (i) also the default arises from Holders of Notes evidencing not less than 25% of the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders Note Balance 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 Indenture Trustee under this Agreement 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 sixty (3060) days after its receipt of such notice, request, and offer of indemnity, shall have neglected or refused to institute any such action, suit suit, or proceeding and during such 30-day period no request or waiver direction inconsistent with such written request has been given to the Trust Collateral Agent pursuant to this Section 11.03 or Section 8.04Indenture Trustee during such sixty (60) day period by a Note Majority; it being understood and intended, and being expressly covenanted by each Noteholder with every other Noteholder and the 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, 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 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 11.3, 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. (a) The death or incapacity of any Noteholder shall not operate to terminate this Agreement or the Issuer, nor entitle such Noteholder's or 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 Issuer, nor otherwise affect the rights, obligations and liabilities of the parties to this Agreement or any of them. (b) No Noteholder shall have any right to vote (except as specifically provided herein including in this Agreement or in the IndentureSection 13.1) or in any manner otherwise control the operation and management of the TrustIssuer, 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 . (c) So long as no Note Insurer Default has occurred and is continuing, except as otherwise specifically provided herein, whenever Noteholder action, consent or approval is required under this Agreement, such action, consent or approval shall be deemed to have been taken or given on behalf of, and shall be binding upon, all Noteholders if the Note Insurer agrees to take such action or give such consent or approval. (d) If a Note Insurer Default shall have occurred and be continuing, 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) also the default arises from Class A Noteholders evidencing not less than 25% of the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders Class A Note Balance 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 trustee under this Agreement and such Holder shall have offered to the Trust Collateral Agent such reasonable indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, 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 8.048.4; 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, 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, under this Agreement except in the manner 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 13.3, each Noteholder, each Certificateholder Noteholder 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 Nothing in its sole discretion may determine what action, if any, this Agreement shall be taken, notwithstanding construed as giving the Noteholders any other provisions of this Agreementdirect right to make a claim on the Policy.

Limitation on Rights of Noteholders. the Residual Interest Holders and the Certificateholders. (a) The death or incapacity of any Noteholder, Residual Interest Holder or Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Noteholder's, such Residual Interest Holder's or 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, nor otherwise affect the rights, obligations, and liabilities of the parties to this Agreement or any of them. (b) No Noteholder shall have any right to vote (except as provided in this Agreement or in the IndentureAgreement) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to this Agreement. Nothing Agreement except as expressly set forth herein, nor shall anything in this AgreementAgreement set forth, nor 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 Noteholders 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 Indenture Trustee a written notice of default and of the continuance thereof, and unless also (i) the default arises from the Seller’s Transferor's or the Servicer’s 's failure to remit payments when due hereunder, or (ii) the Majority Controlling Noteholders 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 Indenture Trustee under this Agreement 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, and liabilities to be incurred therein or thereby, and the Trust Collateral AgentIndenture Trustee, for thirty (30) 30 days after its receipt of such notice, request, and offer of indemnity, shall have 101 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 Indenture Trustee pursuant to this Section 11.03 or Section 8.0413.04; no one or more Holders of Notes or Certificateholders the Certificates or the Residual Interest 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 Notes, the Residual Interest or the CertificateholdersCertificate, 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, under this Agreement except in the manner provided in this Agreement and for the equal, ratable, and common benefit of all Noteholders and all Noteholders, Residual Interest Holders or Certificateholders, as applicable. For the protection and enforcement of the provisions of this Section, each Noteholder, each Residual Interest Holder, each Certificateholder and the Trust Collateral Agent Indenture Trustee shall be entitled to such relief as can be given either at law or in equity. . (c) In the event the Trust Collateral Agent Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesSecurities, each representing less than the required amount of the applicable class of NotesSecurities, 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. (a) The death or incapacity of any Noteholder shall not operate to terminate this Agreement or the Issuer, nor entitle such Noteholder'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 Issuer, nor otherwise affect the rights, obligations and liabilities of the parties to this Agreement or any of them. (b) No Noteholder shall have any right to vote (except as specifically provided herein including in this Agreement or in the IndentureSection 13.1) or in any manner otherwise control the operation and management of the TrustIssuer, 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 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 . (c) [So long as no Note Insurer Default has occurred and is continuing, except as otherwise specifically provided herein, whenever Noteholder action, consent or approval is required under this Agreement, such action, consent or approval shall be deemed to have been taken or given on behalf of, and shall be binding upon, all Noteholders if the Note Insurer agrees to take such action or give such consent or approval.] (d) [If a Note Insurer Default shall have occurred and be continuing, 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 Indenture Trust Collateral Agent a written notice of default and of the continuance thereof, and unless (i) also the default arises from Noteholders evidencing not less than 25% of the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders Note Balance shall have made written request upon the Indenture Trust Collateral Agent to institute such action, suit or proceeding in its own name as Trust Collateral Agent Trustee under this Agreement and such Holder shall have offered to the Indenture Trust Collateral Agent such reasonable indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, thereby and the Trust Collateral AgentIndenture Trust, 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 Indenture Trust Collateral Agent pursuant to this Section 11.03 or Section 8.048.4; 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, 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, under this Agreement except in the manner 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 13.3, each Noteholder, each Certificateholder Noteholder and the Indenture 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 Nothing in its sole discretion may determine what action, if any, this Agreement shall be taken, notwithstanding construed as giving the Noteholders any other provisions of this Agreementdirect right to make a claim on the Note Policy.]

Limitation on Rights of Noteholders. (a) No Noteholder Holder of any Note 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 Proceeding with respect to this AgreementIndenture, unless such Holder previously shall have given to or for the Trust Collateral Agent appointment of a written notice of default and of the continuance thereofreceiver or trustee, and unless or for any other remedy hereunder, unless: (i) such Holder has previously given written notice to the default arises from the Seller’s or the Servicer’s failure to remit payments when due hereunder, or Indenture Trustee of a continuing Event of Default; (ii) the Majority Noteholders shall Holders of Notes evidencing not less than 25% of the Outstanding Amount of the related Class of Notes have made written request upon to the Trust Collateral Agent Indenture Trustee to institute such action, suit or proceeding Proceeding in respect of such Event of Default in its own name as Trust Collateral Agent under this Agreement and Indenture Trustee hereunder; (iii) such Holder shall or Holders have offered to the Trust Collateral Agent such Indenture Trustee indemnity as reasonably satisfactory to it may reasonably require against the costs, expenses, expenses and liabilities to be incurred therein or thereby, and in complying with such request; (iv) the Trust Collateral Agent, Indenture Trustee for thirty (30) 60 days after its receipt of such notice, request, request and offer of indemnity, shall have neglected or refused indemnity has failed to institute any such action, suit or proceeding and during such 30-day period Proceedings; (v) no request or waiver direction 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 Indenture Trustee during such 60-day period by the Holders of a majority of the Outstanding Amount of the related Class of Notes; and (vi) an Insurer Default shall have occurred and be continuing; it being understood and intended that no Holders of a Class of Notes or Certificateholders shall have any right in any manner whatsoever by virtue of, or by availing itself or themselves of of, any provisions provision of this Agreement Indenture to affect, disturb, disturb or prejudice the rights of the any other Holders of any other of the Notes or the Certificateholders, or to obtain or to seek to obtain priority over or preference to over any other such Holder or Certificateholder (but subject to the priorities of payment set forth herein), Holders or to enforce any right, right under this Agreement Indenture, 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 equityherein provided. In the event the Trust Collateral Agent Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of a Class of Notes, each representing less than the required amount a majority of the applicable class Outstanding Amount of the related 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 AgreementIndenture. (b) The death or incapacity of any Noteholder shall not operate to terminate this Indenture, nor entitle such Noteholder'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 Issuer, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (c) No Noteholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Issuer, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of any of the Notes, be construed so as to constitute the Noteholders from time to time as partners or members of an association; nor shall any Noteholder be under any liability to any third person by reason of any action taken by the parties to this Indenture pursuant to any provision hereof.

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 . (b) By their acceptance of Notes pursuant to this Indenture and indemnity from two or more groups of Holders of Notes, each representing less than the required amount of the applicable class of NotesSupplement, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other Noteholders agree to the provisions of this AgreementSECTION 16.01.

Limitation on Rights of Noteholders. (a) The death or incapacity of any Noteholder shall not operate to terminate this Agreement or the Issuer, nor entitle such Noteholder'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 Issuer, nor otherwise affect the rights, obligations and liabilities of the parties to this Agreement or any of them. (b) No Noteholder shall have any right to vote (except as specifically provided herein including in this Agreement or in the IndentureSection 13.1) or in any manner otherwise control the operation and management of the TrustIssuer, 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 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 . (c) So long as no Note Insurer Default has occurred and is continuing, except as otherwise specifically provided herein, whenever Noteholder action, consent or approval is required under this Agreement, such action, consent or approval shall be deemed to have been taken or given on behalf of, and shall be binding upon, all Noteholders if the Note Insurer agrees to take such action or give such consent or approval. (d) If a Note Insurer Default shall have occurred and be continuing, 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 the Class A Noteholders evidencing not less than 25% of the Class A Note Balance or, after the Class A Notes have been paid in full and all outstanding Reimbursement Obligations and other amounts due to the Note Insurer have been paid in full and the term of the Note Policy (ias set forth therein) has expired, by the default arises from Class B Noteholders, evidencing not less than 25% of the Seller’s or the Servicer’s failure to remit payments when due hereunder, or (ii) the Majority Noteholders Class B Note Balance 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 Trustee under this Agreement and such Holder shall have offered to the Trust Collateral Agent such reasonable indemnity as it may reasonably require against the costs, expenses, and liabilities to be incurred therein or thereby, 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 8.048.4; 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, 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, under this Agreement except in the manner 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 13.3, each Noteholder, each Certificateholder Noteholder 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 Nothing in its sole discretion may determine what action, if any, this Agreement shall be taken, notwithstanding construed as giving the Noteholders any other provisions of this Agreementdirect right to make a claim on the Note Policy.

Limitation on Rights of Noteholders. (a) The death or incapacity of any Noteholder shall not operate to terminate this Indenture, nor shall such death or incapacity entitle such Noteholders' 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 corpus of the Pledged Assets, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) No Noteholder shall have any the right to vote (except as expressly provided in this Agreement or in the Indenture, including without limitation under Section 11.19) 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 Indenture pursuant to any provision of this Agreement. hereof. (c) No Noteholder shall have any right by virtue or by availing itself of any provisions of this Agreement Indenture to file or otherwise institute any suit, action, action or proceeding in equity or at law upon or under or with respect to this AgreementIndenture, unless such Holder Noteholder previously shall have given to the Trust Collateral Agent a written notice of default and of the continuance thereofmade, 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 126 133 shall have made made, a written request upon to 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 failed to file or otherwise 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 or by availing itself or themselves of any provisions of this Agreement Indenture to affect, disturb, disturb or prejudice the rights of the Holders 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)Noteholder, 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 all Noteholders and all CertificateholdersNoteholders. For the protection and enforcement of the provisions of this SectionSection 14.02, 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 Notwithstanding any other provision of this Indenture, the event the Trust Collateral Agent shall receive conflicting Notes or inconsistent requests and indemnity from two or more groups of Holders of Notesany Supplement, each representing less than Noteholder shall have the required amount right to receive the payments of all amounts due hereunder, under the Notes held by such Holder and under the Supplement relating to the Series of Notes held by such Holder and the right to institute suit for the enforcement of any such payment without the consent of the applicable class of Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding or any other provisions of this AgreementHolder.