Common use of Limitation on Rights of Trust Interest Owners Clause in Contracts

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

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