Common use of Limitation on Rights of Securityholders Clause in Contracts

Limitation on Rights of Securityholders. (a) The death, bankruptcy, termination, dissolution or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities or the Trust shall not operate to terminate this Agreement, nor to annul, dissolve or terminate the Trust, nor to entitle the legal successors, representatives or heirs of such Person or any Securityholder for such Person, to claim an accounting, take any action or bring any proceeding in any court for a partition or winding up of the arrangements contemplated hereby, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as provided in the Indenture, no Securityholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law with respect to this Agreement, unless (i) the Securityholders shall have made written request upon the Delaware Trustee to institute such suit, action or proceeding in the name of the Trust and shall have offered to the Delaware Trustee and the Trust such reasonable indemnity as they may require against the costs, expenses and liabilities to be incurred thereby and (ii) the Delaware Trustee, for 30 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such suit, action or proceeding. It is expressly understood and covenanted by each Securityholder with every other Securityholder, the Trust and the Delaware Trustee, that no one or more Securityholder shall have any right in any manner whatever by availing itself or themselves of any provision of this Agreement to affect, disturb or prejudice the rights of any other Securityholder, or to obtain or seek to obtain priority over or preference to any other such Securityholder, or to enforce any right under this Agreement, except in the manner herein provided.

Limitation on Rights of Securityholders. (a) The death, bankruptcy, termination, dissolution death or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities or the Trust Securityholder shall not operate to terminate this Agreement, nor to annul, dissolve or terminate the Trust, nor to entitle the such Securityholder’s legal successors, representatives representative or heirs of such Person or any Securityholder for such Person, to claim an accounting, accounting or to take any action or bring commence any proceeding in any court for a partition petition or winding up of the arrangements contemplated herebyIssuer, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . No Securityholder shall have any right to vote (b) Except except as provided herein) or in any manner otherwise control the operation and management of the Trust Estate, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the Indenture, no terms of the Securities be construed so as to constitute the Securityholders from time to time as partners or members of an association; nor shall any Securityholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Securityholder shall have any right by virtue or by availing itself of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Xxxxxx previously shall have given to the Securityholders Indenture Trustee a written notice of an Event of Default and of the continuance thereof, as herein provided, and unless the Holders of Securities evidencing not less than 25% of the Voting Rights evidenced by the Securities shall also have made written request upon to the Delaware Indenture Trustee to institute such suitaction, action suit or proceeding in the its own name of the Trust as Indenture Trustee hereunder and shall have offered to the Delaware Indenture Trustee and the Trust such reasonable indemnity as they it may require against the costs, expenses expenses, and liabilities to be incurred thereby therein or thereby, and (ii) the Delaware Indenture Trustee, for 30 60 days after its receipt of such notice, request and offer of indemnity, indemnity shall have neglected or refused to institute any such suitaction, action suit or proceeding. It is expressly ; it being understood and intended, and being expressly covenanted by each Securityholder with every other Securityholder, the Trust Securityholder and the Delaware Issuer and the Indenture Trustee, that no one or more Securityholder Holders of Securities shall have any right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other Securityholderof the Securities, or to obtain or seek to obtain priority over or preference to any other such Securityholder, Holder or to enforce any right under this Agreement, except in the manner herein providedprovided and for the common benefit of all Securityholders. For the protection and enforcement of the provisions of this Section 9.8, each and every Securityholder and the Indenture Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Securityholders. (a) The death, bankruptcy, termination, dissolution or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities or the Trust shall not operate to terminate this the Agreement, nor to annul, dissolve or terminate the Trust, nor to entitle the legal successors, representatives or heirs of such Person or any Securityholder for such Person, to claim an accounting, take any action or bring any proceeding in any court for a partition or winding up of the arrangements contemplated hereby, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as provided in the Indenture, no Securityholder shall have any right by virtue of any provision of this the Agreement to institute any suit, action or proceeding in equity or at law with respect to this the Agreement, unless (i) the Securityholders shall have made written request upon the Delaware Trustee to institute such suit, action or proceeding in the name of the Trust and shall have offered to the Delaware Trustee and the Trust such reasonable indemnity as they may require against the costs, expenses and liabilities to be incurred thereby and (ii) the Delaware Trustee, for 30 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such suit, action or proceeding. It is expressly understood and covenanted by each Securityholder with every other Securityholder, the Trust and the Delaware Trustee, that no one or more Securityholder shall have any right in any manner whatever by availing itself or themselves of any provision of this the Agreement to affect, disturb or prejudice the rights of any other Securityholder, or to obtain or seek to obtain priority over or preference to any other such Securityholder, or to enforce any right under this the Agreement, except in the manner herein provided.

Limitation on Rights of Securityholders. (a) The death, bankruptcy, termination, dissolution death or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities or the Trust Investor Securityholder shall not operate to terminate this Agreement, nor to annul, dissolve Agreement or terminate the Trust, nor to shall such death or incapacity entitle the such Securityholder's legal successors, representatives or heirs of such Person or any Securityholder for such Person, to claim an accounting, accounting or to take any action or bring commence any proceeding in any court for a partition or winding up of the arrangements contemplated herebyTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except No Investor Securityholder shall have any right to vote (except as expressly provided in this Agreement) or in any manner otherwise control the Indentureoperation and management of the Trust, no or the obligations of the parties hereto, nor shall any Investor Securityholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Investor Securityholder shall have any right by virtue of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) the Securityholders such Investor Securityholder previously shall have made written made, and unless the Holders of Investor Securities evidencing more than 50% of the aggregate unpaid principal amount of all Investor Securities (or, with respect to any such action, suit or proceeding that does not relate to all Series, 50% of the aggregate unpaid principal amount of the Investor Securities of all Series to which such action, suit or proceeding relates) shall have made, a request upon to the Delaware Trustee to institute such suitaction, action suit or proceeding in the its own name of the Trust as Trustee hereunder and shall have offered to the Delaware Trustee and the Trust such reasonable indemnity as they it may require against the costs, expenses and liabilities to be incurred thereby therein or thereby, and (ii) the Delaware Trustee, for 30 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such suitaction, action suit or proceeding. It is expressly ; it being understood and intended, and being expressly covenanted by each Investor Securityholder with every other Securityholder, the Trust Investor Securityholder and the Delaware Trustee, that no one or more Securityholder Investor Securityholders shall have any right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the holders of any other Securityholderof the Investor Securities, or to obtain or seek to obtain priority over or preference to any other such Investor Securityholder, or to enforce any right under this Agreement, except in the manner herein providedprovided and for the equal, ratable and common benefit of all Investor Securityholders except as otherwise expressly provided in this Agreement. For the protection and enforcement of the provisions of this Section, each and every Investor Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Securityholders. (a) The death, bankruptcy, termination, dissolution or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities or the Trust shall not operate to terminate this the Trust Agreement, nor to annul, dissolve or terminate the Trust, nor to entitle the legal successors, representatives or heirs of such Person or any Securityholder for such Person, to claim an accounting, take any action or bring any proceeding in any court for a partition or winding up of the arrangements contemplated herebyby the Trust Agreement, nor otherwise affect the rights, obligations and liabilities of the parties hereto to the Trust Agreement or any of them. (b) Except as provided in the Indenture, no Securityholder shall have any right by virtue of any provision of this the Trust Agreement to institute any suit, action or proceeding in equity or at law with respect to this the Trust Agreement, unless (i) the Securityholders shall have made written request upon the Delaware Trustee to institute such suit, action or proceeding in the name of the Trust and shall have offered to the Delaware Trustee and the Trust such reasonable indemnity as they may require against the costs, expenses and liabilities to be incurred thereby and (ii) the Delaware Trustee, for 30 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such suit, action or proceeding. It is expressly understood and covenanted by each Securityholder with every other Securityholder, the Trust and the Delaware Trustee, that no one or more Securityholder shall have any right in any manner whatever by availing itself or themselves of any provision of this the Trust Agreement to affect, disturb or prejudice the rights of any other Securityholder, or to obtain or seek to obtain priority over or preference to any other such Securityholder, or to enforce any right under this the Trust Agreement, except in the manner herein providedprovided in the Trust Agreement.

Limitation on Rights of Securityholders. (a) The death, bankruptcy, termination, dissolution death or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities or the Trust Investor Securityholder shall not operate to terminate this Agreement, nor to annul, dissolve Agreement or terminate the Trust, nor to shall such death or incapacity entitle the such Securityholder's legal successors, representatives or heirs of such Person or any Securityholder for such Person, to claim an accounting, accounting or to take any action or bring commence any proceeding in any court for a partition or winding up of the arrangements contemplated herebyTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except No Investor Securityholder shall have any right to vote (except with respect to the Investor Securityholders as provided in Section 13.1 hereof) or in any manner otherwise control the Indentureoperation and management of the Trust, no or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Securities, be construed so as to constitute the Securityholders from time to time as members of an association; nor shall any Investor Securityholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Securityholder shall have any right by virtue of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Securityholder previously shall have given written notice to the Securityholders Trustee, and unless the Holders of Securities evidencing Undivided Interests aggregating more than 50% of the Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Delaware Trustee to institute such suitaction, action suit or proceeding in the its own name of the Trust as Trustee hereunder and shall have offered to the Delaware Trustee and the Trust such reasonable indemnity as they it may require against the costs, expenses and liabilities to be incurred thereby therein or thereby, and (ii) the Delaware Trustee, for 30 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such suitaction, action suit or proceeding. It is expressly ; it being understood and intended, and being expressly covenanted by each Securityholder with every other Securityholder, the Trust Securityholder and the Delaware Trustee, that no one or more Securityholder Securityholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Securityholders of any other Securityholderof the Securities, or to obtain or seek to obtain priority over or preference to any other such Securityholder, or to enforce any right under this Agreement, except in the manner herein providedprovided and for the equal, ratable and common benefit of all Securityholders. For the protection and enforcement of the provisions of this Section 13.3, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Securityholders. No Securityholder shall have any right to vote (aexcept as provided in Sections 6.01, 7.01, and 9.01 herein and Section 5.4 of the Pooling Agreement) The death, bankruptcy, termination, dissolution or incapacity in any manner otherwise control the operation and management of any Person having an interest, beneficial or otherwise, in Trust Securities or the Trust shall not operate to terminate this Agreement, nor to annul, dissolve or terminate the Trust, nor to entitle or the legal successors, representatives or heirs of such Person or any Securityholder for such Person, to claim an accounting, take any action or bring any proceeding in any court for a partition or winding up of the arrangements contemplated hereby, nor otherwise affect the rights, obligations and liabilities of the parties hereto hereto, nor shall anything herein set forth, or any of them. (b) Except as provided contained in the Indentureterms of the Securities, no be construed so as to constitute the Securityholders from time to time as partners or members of an association; nor shall any Securityholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Securityholder shall have any right by virtue or by availing itself of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Holder previously shall have given to the Securityholders Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Securities evidencing more than 50% of the Outstanding Amount of the Securities shall have made written request upon the Delaware Trustee to institute such suitaction, action suit or proceeding in the its own name of the Trust as Trustee hereunder and shall have offered to the Delaware Trustee and the Trust such reasonable indemnity as they it may require against the costs, expenses and liabilities to be incurred thereby therein or thereby, and (ii) the Delaware Trustee, for 30 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such suitaction, action suit or proceeding. It is expressly ; it being understood and intended, and being expressly covenanted by each Securityholder with every other Securityholder, the Trust Securityholder and the Delaware Trustee, that no one or more Securityholder Holders of Securities shall have any right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other Securityholderof the Securities, or to obtain or seek to obtain priority over or preference to any other such SecurityholderHolder, or to enforce any right under this Agreement, except in the manner herein providedprovided and for the equal, ratable and common benefit of all Securityholders. For the protection and enforcement of the provisions of this Section 9.03, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. By accepting its Certificate, each Securityholder agrees that unless a Insurer Default exists, the Insurer shall have the right to exercise all rights of the Securityholder under this Agreement without any further consent of the Securityholder.

Limitation on Rights of Securityholders. (a) The death, bankruptcy, termination, dissolution death or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities or the Trust Securityholder shall not operate to terminate this Agreement, nor to annul, dissolve the Pooling and Master Servicing Agreement or terminate the Trust, nor to entitle the such Securityholder's legal successors, representatives or heirs of such Person or any Securityholder for such Person, to claim an accounting, accounting or to take any action or bring any proceeding in any court for a partition or winding up of the arrangements contemplated herebyTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . No Securityholder shall have any right to vote (bexcept as expressly provided for herein) Except as provided or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the Indentureterms of the Securities, no be construed so as to constitute the Securityholders from time to time as partners or members of an association; nor shall any Securityholder be under any liability to any third person by reason of any action taken by the parties to the Pooling and Master Servicing Agreement pursuant to any provision hereof. No Securityholder shall have any right by virtue of any provision of this the Pooling and Master Servicing Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Pooling and Master Servicing Agreement, unless (i) such Holder previously shall have given to the Securityholders Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Securities entitled to at least 25% of the Voting Rights shall have made written request upon the Delaware Trustee to institute such suitaction, action suit or proceeding in its own name as Trustee under the name of the Trust Pooling and Master Servicing Agreement and shall have offered to the Delaware Trustee and the Trust such reasonable indemnity as they it may require against the costs, expenses and liabilities to be incurred thereby therein or thereby, and (ii) the Delaware Trustee, for 30 15 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such suitaction, action suit or proceeding. It is expressly understood and intended, and expressly covenanted by each Securityholder with every other Securityholder, the Trust Securityholder and the Delaware Trustee, that no one or more Securityholder Holders of Securities shall have any right in any manner whatever by availing itself or themselves virtue of any provision of this the Pooling and Master Servicing Agreement to affect, disturb or prejudice the rights of the Holders of any other Securityholderof such Securities, or to obtain or seek to obtain priority over or preference to any other such SecurityholderHolder, or to enforce any right under this the Pooling and Master Servicing Agreement, except in the manner herein providedtherein provided and for the equal, ratable and common benefit of all Securityholders. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Securityholders. (a) The death, bankruptcy, termination, dissolution death or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities or the Trust Securityholder shall not operate to terminate this AgreementAgreement or the Trust Fund, nor to annul, dissolve or terminate the Trust, nor to entitle the such Securityholder's legal successors, representatives or heirs of such Person or any Securityholder for such Person, to claim an accounting, accounting or to take any action or bring any proceeding in any court for a partition or winding up of the arrangements contemplated herebyTrust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . No Securityholder shall have any right to vote (bexcept as expressly provided for herein) Except as provided or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the Indentureterms of the Securities, no be construed so as to constitute the Securityholders from time to time as partners or members of an association; nor shall any Securityholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Securityholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Holder previously shall have given to the Securityholders Trustee a notice of an Event of Default, or of a default by the Loan Seller or the Trustee in the performance of any obligation hereunder, and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Securities entitled to at least 25% of the Voting Rights shall have made written request upon the Delaware Trustee to institute such suitaction, action suit or proceeding in the its own name of the Trust as Trustee hereunder and shall have offered to the Delaware Trustee and the Trust such reasonable indemnity as they it may require against the costs, expenses and liabilities to be incurred thereby therein or thereby, and (ii) the Delaware Trustee, for 30 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such suitaction, action suit or proceeding. It is expressly understood and intended, and expressly covenanted by each Securityholder with every other Securityholder, the Trust Securityholder and the Delaware Trustee, that no one or more Securityholder Holders of Securities shall have any right in any manner whatever by availing itself or themselves virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other Securityholderof such Securities, or to obtain or seek to obtain priority over or preference to any other such SecurityholderHolder, or to enforce any right under this Agreement, except in the manner herein providedprovided and for the equal, ratable and common benefit of all Securityholders. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Securityholders. (a) The death, bankruptcy, termination, dissolution death or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities or the Trust Investor Securityholder shall not operate to terminate this Agreement, nor to annul, dissolve Agreement or terminate the Trust, nor to shall such death or incapacity entitle the such Securityholder’s legal successors, representatives or heirs of such Person or any Securityholder for such Person, to claim an accounting, accounting or to take any action or bring commence any proceeding in any court for a partition or winding up of the arrangements contemplated herebyTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except No Investor Securityholder shall have any right to vote (except with respect to the Investor Securityholders as provided in Section 13.1 hereof) or in any manner otherwise control the Indentureoperation and management of the Trust, no or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Securities, be construed so as to constitute the Securityholders from time to time as members of an association; nor shall any Investor Securityholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Securityholder shall have any right by virtue of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Securityholder previously shall have given written notice to the Securityholders Trustee, and unless the Holders of Securities evidencing Undivided Interests aggregating more than 50% of the Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Delaware Trustee to institute such suitaction, action suit or proceeding in the its own name of the Trust as Trustee hereunder and shall have offered to the Delaware Trustee and the Trust such reasonable indemnity as they it may require against the costs, expenses and liabilities to be incurred thereby therein or thereby, and (ii) the Delaware Trustee, for 30 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such suitaction, action suit or proceeding. It is expressly ; it being understood and intended, and being expressly covenanted by each Securityholder with every other Securityholder, the Trust Securityholder and the Delaware Trustee, that no one or more Securityholder Securityholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Securityholders of any other Securityholderof the Securities, or to obtain or seek to obtain priority over or preference to any other such Securityholder, or to enforce any right under this Agreement, except in the manner herein providedprovided and for the equal, ratable and common benefit of all Securityholders. For the protection and enforcement of the provisions of this Section 13.3, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Securityholders. (a) The death, bankruptcy, termination, dissolution death or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities or the Trust Securityholder shall not operate to terminate this Agreement, nor to annul, dissolve Agreement or terminate the Trust, nor to entitle the such Securityholder’s legal successors, representatives or heirs of such Person or any Securityholder for such Person, to claim an accounting, accounting or to take any action or bring any proceeding in any court for a partition or winding up of the arrangements contemplated herebyTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except No Securityholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the Indentureterms of the Securities, no be construed so as to constitute the Securityholders from time to time as partners or members of an association; nor shall any Securityholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Securityholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement or the Mortgage Loan, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such Holder previously shall have given to the Trustee a written notice of default hereunder, and of the continuance thereof, as hereinbefore provided, and unless also (iexcept in the case of a default by the Trustee) the Securityholders Holders of Securities entitled to at least 25% of the Voting Rights shall have made written request upon the Delaware Trustee to institute such suitaction, action suit or proceeding in the its own name of the Trust as Trustee hereunder and shall have offered to the Delaware Trustee and the Trust such reasonable indemnity as they it may require against the costs, expenses and liabilities to be incurred thereby therein or thereby, and (ii) the Delaware Trustee, for 30 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such suitaction, action suit or proceeding. It is expressly understood and intended, and expressly covenanted by each Securityholder with every other Securityholder, the Trust Securityholder and the Delaware Trustee, that no one or more Securityholder Holders of Securities shall have any right in any manner whatever whatsoever by availing itself or themselves virtue of any provision of this Agreement to affect, disturb or prejudice the rights of any other SecurityholderHolders of Securities (except as expressly permitted by this Agreement), or to obtain or seek to obtain priority over or preference to any other such SecurityholderHolder (which priority or preference is not otherwise provided for herein), or to enforce any right under this Agreement, except in the manner herein providedprovided and for the equal, ratable and common benefit of all Securityholders. For the protection and enforcement of the provisions of this Section 11.03, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (d) All votes must be made by a United States Person that is a beneficial owner of a Security or by a United States Person acting as irrevocable agent with discretionary powers for the beneficial owner of a Security that is not a United States Person. Securityholders that are not United States Persons must irrevocably appoint a United States Person with discretionary powers to act as their agent with respect to consents and other votes. The form on which the consent or vote is submitted shall either identify the beneficial owner of the Security as a United States person for federal income tax purposes or otherwise provide: “The beneficial holder of the Security agrees that it hereby irrevocably appoints , a United States person for federal income tax purposes, with discretionary powers to act as its agent with respect to consents and other votes.” and the vote or consent should be submitted by such agent.

Limitation on Rights of Securityholders. (a) The death, bankruptcy, termination, dissolution death or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities or the Trust Securityholder shall not operate to terminate this Agreement, nor to annul, dissolve Agreement or terminate the Trust, nor to entitle the such Securityholder’s legal successors, representatives or heirs of such Person or any Securityholder for such Person, to claim an accounting, accounting or to take any action or bring any proceeding in any court for a partition or winding up of the arrangements contemplated herebyTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except No Securityholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the Indentureterms of the Securities, no be construed so as to constitute the Securityholders from time to time as partners or members of an association; nor shall any Securityholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Securityholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement or the Mortgage Loan, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such Holder previously shall have given to the Trustee a written notice of default hereunder, and of the continuance thereof, as hereinbefore provided, and unless also (iexcept in the case of a default by the Trustee) the Securityholders Holders of Securities entitled to at least 25% of the Voting Rights shall have made written request upon the Delaware Trustee to institute such suitaction, action suit or proceeding in the its own name of the Trust as Trustee hereunder and shall have offered to the Delaware Trustee and the Trust such reasonable indemnity as they it may require against the costs, expenses and liabilities to be incurred thereby therein or thereby, and (ii) the Delaware Trustee, for 30 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such suitaction, action suit or proceeding. It is expressly understood and intended, and expressly covenanted by each Securityholder with every other Securityholder, the Trust Securityholder and the Delaware Trustee, that no one or more Securityholder Holders of Securities shall have any right in any manner whatever whatsoever by availing itself or themselves virtue of any provision of this Agreement to affect, disturb or prejudice the rights of any other SecurityholderHolders of Securities (except as expressly permitted by this Agreement), or to obtain or seek to obtain priority over or preference to any other such SecurityholderHolder (which priority or preference is not otherwise provided for herein), or to enforce any right under this Agreement, except in the manner herein providedprovided and for the equal, ratable and common benefit of all Securityholders. For the protection and enforcement of the provisions of this Section 11.03, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (d) All votes must be made by a United States Person that is a beneficial owner of a Security or by a United States Person acting as irrevocable agent with discretionary powers for the beneficial owner of a Security that is not a United States Person. Securityholders that are not United States Persons must irrevocably appoint a United States Person with discretionary powers to act as their agent with respect to consents and other votes. The form on which the consent or vote is submitted shall either identify the beneficial owner of the Security as a United States person for federal income tax purposes or otherwise provide: “The beneficial holder of the Security agrees that it hereby irrevocably appoints ___________, a United States person for federal income tax purposes, with discretionary powers to act as its agent with respect to consents and other votes.” and the vote or consent should be submitted by such agent.

Limitation on Rights of Securityholders. (a) The death, bankruptcy, termination, dissolution death or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities or the Trust Investor Securityholder shall not operate to terminate this Agreement, nor to annul, dissolve Agreement or terminate the Trust, nor to shall such death or incapacity entitle the such Securityholder's legal successors, representatives or heirs of such Person or any Securityholder for such Person, to claim an accounting, accounting or to take any action or bring commence any proceeding in any court for a partition or winding up of the arrangements contemplated herebyTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of themhereto. (b) Except No Investor Securityholder shall have any right to vote (except with respect to the Investor Securityholders as provided in Section 13.1 hereof) or in any manner otherwise control the Indentureoperation and management of the Trust, no or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Securities, be construed so as to constitute the Securityholders from time to time as members of an association; nor shall any Investor Securityholder be under any liability to any third person by reason of any 143 action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Securityholder shall have any right by virtue of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Securityholder previously shall have given written notice to the Securityholders Trustee, and unless the Holders of Securities representing more than 50% of the Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Delaware Trustee to institute such suitaction, action suit or proceeding in the its own name of the Trust as Trustee hereunder and shall have offered to the Delaware Trustee and the Trust such reasonable indemnity as they it may require against the costs, expenses and liabilities to be incurred thereby therein or thereby, and (ii) the Delaware Trustee, for 30 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such suitaction, action suit or proceeding. It is expressly ; it being understood and intended, and being expressly covenanted by each Securityholder with every other Securityholder, the Trust Securityholder and the Delaware Trustee, that no one or more Securityholder Securityholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Securityholders of any other Securityholderof the Securities, or to obtain or seek to obtain priority over or preference to any other such Securityholder, or to enforce any right under this Agreement, except in the manner herein providedprovided and for the equal, ratable and common benefit of all Securityholders. For the protection and enforcement of the provisions of this Section 13.3, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Securityholders. (a) The death, bankruptcy, termination, dissolution death or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities or the Trust Investor Securityholder shall not operate to terminate this Agreement, nor to annul, dissolve Agreement or terminate the Trust, nor to shall such death or incapacity entitle the such Securityholder's legal successors, representatives or heirs of such Person or any Securityholder for such Person, to claim an accounting, accounting or to take any action or bring commence any proceeding in any court for a partition or winding up of the arrangements contemplated herebyTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except No Investor Securityholder shall have any right to vote (except with respect to the Investor Securityholders as provided in Section 13.1 hereof) or in any manner otherwise control the Indentureoperation and management of the Trust, no or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Securities, be construed so as to constitute the Securityholders from time to time as members of an association; nor shall any Investor Securityholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Securityholder shall have any right by virtue of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Securityholder previously shall have given written notice to the Securityholders Trustee, and unless the Holders of Securities evidencing Undivided Interests aggregating more than 50% of the Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Delaware Trustee to institute such suitaction, action suit or proceeding in the its own name of the Trust as Trustee hereunder and shall have offered to the Delaware Trustee and the Trust such reasonable indemnity as they it may require against the costs, expenses and liabilities to be incurred thereby therein or thereby, and (ii) the Delaware Trustee, for 30 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such suitaction, action suit or proceeding. It is expressly ; it being understood and intended, and being expressly covenanted by each Securityholder with every other Securityholder, the Trust Securityholder and the Delaware Trustee, that no one or more Securityholder Securityholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Securityholders of any other Securityholderof the Securities, or to obtain or seek to obtain priority over or preference to any other such Securityholder, or to enforce any right under this Agreement, except in the manner herein provided.provided and for the equal, ratable and common benefit of all Securityholders. For the protection and enforcement of the provisions of this Section 13.3, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Section 13.4

Limitation on Rights of Securityholders. (a) The death, bankruptcy, termination, dissolution death or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities or the Trust Securityholder shall not operate to terminate this Agreement, nor to annul, dissolve or terminate the Trust, nor to entitle the such Securityholder’s legal successors, representatives representative or heirs of such Person or any Securityholder for such Person, to claim an accounting, accounting or to take any action or bring commence any proceeding in any court for a partition petition or winding up of the arrangements contemplated herebyIssuer, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . No Securityholder shall have any right to vote (b) Except except as provided herein) or in any manner otherwise control the operation and management of the Trust Estate, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the Indenture, no terms of the Securities be construed so as to constitute the Securityholders from time to time as partners or members of an association; nor shall any Securityholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Securityholder shall have any right by virtue or by availing itself of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Holder previously shall have given to the Securityholders Indenture Trustee a written notice of an Event of Default and of the continuance thereof, as herein provided, and unless the Holders of Securities evidencing not less than 25% of the Voting Rights evidenced by the Securities shall also have made written request upon to the Delaware Indenture Trustee to institute such suitaction, action suit or proceeding in the its own name of the Trust as Indenture Trustee hereunder and shall have offered to the Delaware Indenture Trustee and the Trust such reasonable indemnity as they it may require against the costs, expenses expenses, and liabilities to be incurred thereby therein or thereby, and (ii) the Delaware Indenture Trustee, for 30 60 days after its receipt of such notice, request and offer of indemnity, indemnity shall have neglected or refused to institute any such suitaction, action suit or proceeding. It is expressly ; it being understood and intended, and being expressly covenanted by each Securityholder with every other Securityholder, the Trust Securityholder and the Delaware Issuer and the Indenture Trustee, that no one or more Securityholder Holders of Securities shall have any right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other Securityholderof the Securities, or to obtain or seek to obtain priority over or preference to any other such Securityholder, Holder or to enforce any right under this Agreement, except in the manner herein providedprovided and for the common benefit of all Securityholders. For the protection and enforcement of the provisions of this Section 9.8, each and every Securityholder and the Indenture Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Securityholders. (a) The death, bankruptcy, termination, dissolution --------------------------------------- Securityholders shall not direct the Owner Trustee to take or incapacity refrain from taking any action if such action or inaction would be contrary to any obligation of any Person having an interest, beneficial or otherwise, in the Trust Securities or the Trust shall not operate to terminate Owner Trustee under this Agreement, nor to annul, dissolve or terminate the Trust, nor to entitle the legal successors, representatives or heirs of such Person or any Securityholder for such Person, to claim an accounting, take any action or bring any proceeding in any court for a partition or winding up of the arrangements contemplated hereby, nor otherwise affect the rights, obligations and liabilities of the parties hereto Agreement or any of themthe Basic Documents or would be contrary to Section 2.3, nor shall the Owner Trustee be obligated to follow any such direction, if given. (b) Except as provided in the Indentureherein, no Securityholder shall have any right to vote or in any manner otherwise control the operation and management of the Securityholders' interest or the obligations of the parties hereto. (c) No Securityholder shall have any right by virtue or by availing itself of any provision provisions of this Agreement to institute any suit, action action, or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Securityholder previously shall have given to the Securityholders Owner Trustee a written notice of default and of the continuance thereof as hereinbefore provided, and unless also the holders of Securities evidencing a Percentage of __% or more shall have made written request upon the Delaware Owner Trustee to institute such suitaction, action suit or proceeding in the its own name of the Trust as Owner Trustee hereunder and shall have offered to the Delaware Owner Trustee and the Trust such reasonable indemnity as they it may require against the costs, expenses expenses, and liabilities to be incurred thereby therein or thereby, and (ii) the Delaware Owner Trustee, for 30 days after its receipt of such notice, request request, and offer of indemnity, shall have neglected or refused to institute any such actions, suit, action or proceeding. It is expressly ; it being understood and intended, and being expressly covenanted by each Securityholder with every other Securityholder, the Trust Securityholder and the Delaware Owner Trustee, that no one or more Securityholder Securityholders shall have any right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb disturb, or prejudice the rights of any other SecurityholderSecurityholders, or to obtain or seek to obtain priority over or preference to any other such Securityholder, or to enforce any right under this Agreement, except in the manner herein providedprovided and for the equal, ratable, and common benefit of all Securityholders. For the protection and enforcement of the provisions of this Section, each and every Securityholder and the Owner Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Securityholders. (a) The death, bankruptcy, termination, dissolution death or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities or the Trust Securityholder shall not operate to terminate this Agreement, nor to annul, dissolve or terminate the Trust, nor to entitle the such Securityholder’s legal successors, representatives representative or heirs of such Person or any Securityholder for such Person, to claim an accounting, accounting or to take any action or bring commence any proceeding in any court for a partition petition or winding up of the arrangements contemplated herebyIssuer, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . No Securityholder shall have any right to vote (b) Except except as provided herein) or in any manner otherwise control the operation and management of the Trust Estate, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the Indenture, no terms of the Securities be construed so as to constitute the Securityholders from time to time as partners or members of an association; nor shall any Securityholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. No Securityholder shall have any right by virtue or by availing itself of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Holder previously shall have given to the Securityholders Indenture Trustee a written notice of an Event of Default and of the continuance thereof, as herein provided, and unless the Holders of Securities evidencing not less than [25]% of the Voting Rights evidenced by the Securities shall also have made written request upon to the Delaware Indenture Trustee to institute such suitaction, action suit or proceeding in the its own name of the Trust as Indenture Trustee hereunder and shall have offered to the Delaware Indenture Trustee and the Trust such reasonable indemnity as they it may require against the costs, expenses expenses, and liabilities to be incurred thereby therein or thereby, and (ii) the Delaware Indenture Trustee, for 30 60 days after its receipt of such notice, request and offer of indemnity, indemnity shall have neglected or refused to institute any such suitaction, action suit or proceeding. It is expressly ; it being understood and intended, and being expressly covenanted by each Securityholder with every other Securityholder, the Trust Securityholder and the Delaware Issuer and the Indenture Trustee, that no one or more Securityholder Holders of Securities shall have any right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other Securityholderof the Securities, or to obtain or seek to obtain priority over or preference to any other such Securityholder, Holder or to enforce any right under this Agreement, except in the manner herein providedprovided and for the common benefit of all Securityholders. For the protection and enforcement of the provisions of this Section 9.8, each and every Securityholder and the Indenture Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Securityholders. (a) The death, bankruptcy, termination, dissolution or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities or the Trust shall not operate to terminate this Agreement or any Trust Series Agreement, nor to annul, dissolve or terminate the TrustTrust or any Trust Series, nor to entitle the legal successors, representatives or heirs of such Person or any Securityholder for such Person, to claim an accounting, take any action or bring any proceeding in any court for a partition or winding up of the arrangements contemplated hereby, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as provided in the Indenture, no Securityholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law with respect to this Agreement or any Trust Series Agreement, unless (i) the Securityholders shall have made written request upon the Delaware Trustee to institute such suit, action or proceeding in the name of the Trust and shall have offered to the Delaware Trustee and the Trust such reasonable indemnity as they may require against the costs, expenses and liabilities to be incurred thereby and (ii) the Delaware Trustee, for 30 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such suit, action or proceeding. It is expressly understood and covenanted by each Securityholder with every other Securityholder, the Trust and the Delaware Trustee, that no one or more Securityholder shall have any right in any manner whatever by availing itself or themselves of any provision of this Agreement to affect, disturb or prejudice the rights of any other Securityholder, or to obtain or seek to obtain priority over or preference to any other such Securityholder, or to enforce any right under this Agreement or any Trust Series Agreement, except in the manner herein provided.

Limitation on Rights of Securityholders. (a) The death, bankruptcy, termination, dissolution death or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities or the Trust Securityholder shall not operate to terminate this Agreement, nor to annul, dissolve Agreement or terminate the Trust, nor to entitle the such Securityholder's legal successors, representatives or heirs of such Person or any Securityholder for such Person, to claim an accounting, accounting or to take any action or bring commence any proceeding in any court for a partition or winding up of the arrangements contemplated herebyTrust, nor otherwise affect the rights, obligations obligations, and liabilities of the parties hereto to this Agreement or any of them. . No Securityholder shall have any right to vote (b) Except except as provided in Section 9.1, 9.4, 12.1, 12.3 or 12.7) or in any manner otherwise control the Indentureoperation and management of the Trust, no or the obligations of the parties to this Agreement, nor shall anything in this Agreement set forth, or contained in the terms of the Securities, be construed so as to constitute the Securityholders from time to time as partners or members of an association; nor shall any Securityholder be under any liability to any third person by reason of any action taken pursuant to any provision of this Agreement. No Securityholder shall have any right by virtue or by availing itself of any provision provisions of this Agreement to institute any suit, action action, or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Holder previously shall have received the Securityholders written consent of the Security Insurer and shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Securities evidencing not less than 25% of the Security Principal Balance shall have made written request upon the Delaware Trustee to institute such action, suit, action or proceeding in the its own name of the Trust as Trustee under this Agreement and shall have offered to the Delaware Trustee and the Trust such reasonable indemnity as they it may require against the costs, expenses expenses, and liabilities to be incurred thereby therein or thereby, and (ii) the Delaware Trustee, for 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, action or proceeding. It is expressly understood proceeding and covenanted by each Securityholder during such 30-day period no direction inconsistent with every other Securityholder, such written request has been given to the Trust and the Delaware Trustee, that Trustee pursuant to Section 9.4; no one or more Securityholder Holders of Securities shall have any right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb disturb, or prejudice the rights of the Holders of any other Securityholderof the Securities, or to obtain or seek to obtain priority over or preference to any other such SecurityholderHolder, or to enforce any right right, under this Agreement, Agreement except in the manner herein providedprovided in this Agreement and for the equal, ratable, and common benefit of all Securityholders. For the protection and enforcement of the provisions of this Section 12.3, each Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Securityholders. (a) The death, bankruptcy, termination, dissolution or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities or the Trust shall not operate to terminate this Agreement, nor to annul, dissolve or terminate the Trust, nor to entitle the legal successors, representatives or heirs of such Person or any Securityholder for such Person, to claim an accounting, take any action or bring any proceeding in any court for a partition or winding up of the arrangements contemplated hereby, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as provided in the Indenture, no Securityholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law with respect to this Agreement, unless (i) the Securityholders shall have made written request upon the Delaware Trustee to institute such suit, action or proceeding in the name of the Trust and shall have offered to the Delaware Trustee and the Trust such reasonable indemnity as they may require against the costs, expenses and liabilities to be incurred thereby and (ii) the Delaware Trustee, for 30 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such suit, action or proceeding. It is expressly understood and covenanted by each Securityholder with every other Securityholder, the Trust and the Delaware Trustee, that no one or more Securityholder shall have any right in any manner whatever by availing itself or themselves of any provision of this Agreement to affect, disturb or prejudice the rights of any other Securityholder, or to obtain or seek to obtain priority over or preference to any other such Securityholder, or to enforce any right under this Agreement, except in the manner herein provided.