Common use of Limitation on Suits by Noteholders Clause in Contracts

Limitation on Suits by Noteholders. No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default; (2) the Holders of not less than 66-2/3% in aggregate principal amount of the Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Events of Default set forth in Sections 5.01(c) or (d); (3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority (or 66-2/3% where expressly provided herein) in principal amount of the Outstanding Notes; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes, or to obtain or seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders of Notes.

Limitation on Suits by Noteholders. No Holder of any Note shall have any right by virtue or by availing of any provision of this Indenture to institute any proceeding, judicial action or otherwise, proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this IndentureIndenture or such Security, or for the appointment of a receiver or trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunderhereunder or thereunder, unless: unless (1a) such Holder has previously shall have given written notice to the Trustee written notice of a continuing an Event of Default; Default with respect to Notes and of the continuance thereof, as hereinbefore provided, and (2b) the Holders of not less than 66-2/325% in aggregate principal amount of the Outstanding Notes then outstanding shall have made written request to upon the Trustee to institute such action or proceedings in respect of such Events of Default set forth in Sections 5.01(c) or (d); (3) such Holder or Holders 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 in compliance with such request; therein or thereby, and (4c) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has shall have failed to institute any such action or proceeding; and , and (5d) no direction inconsistent with such written request has shall have been given to the Trustee during such 60-day period by pursuant to Section 6.09. For the Holders of a majority (or 66-2/3% where expressly provided herein) in principal amount protection and enforcement of the Outstanding Notes; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision provisions of this Indenture Section, each and every Noteholder and the Trustee shall be entitled to affect, disturb such relief as can be given either at law or prejudice the rights of any other Holders of Notes, or to obtain or seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders of Notesequity.

Limitation on Suits by Noteholders. No Holder of any Note Notes shall have any right by virtue or by availing of any provision of this Indenture to institute any proceeding, judicial action or otherwise, proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this IndentureIndenture or such Note, or for the appointment of a receiver or trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunderhereunder or thereunder, unless: (1a) such Holder has previously shall have given written notice to the Trustee written notice of a continuing an Event of Default;Default with respect to the Notes and of the continuance thereof, as hereinbefore provided, (2b) the Holders of not less at least than 66-2/325% in aggregate principal amount of the Notes then Outstanding Notes shall have made written request to upon the Trustee to institute proceedings such action or proceeding in respect of such Events of Default set forth in Sections 5.01(c) or (d); (3) such Holder or Holders 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 in compliance with such request;therein or thereby, (4c) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has shall have failed to institute any such action or proceeding; , and (5d) no direction inconsistent with such written request has shall have been given to the Trustee during such 60-day period by pursuant to Section 7.10. For the Holders of a majority (or 66-2/3% where expressly provided herein) in principal amount protection and enforcement of the Outstanding Notes; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision provisions of this Indenture Section 7.07, each and every Holder of such Notes and the Trustee shall be entitled to affect, disturb such relief as can be given either at law or prejudice the rights of any other Holders of Notes, or to obtain or seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders of Notesequity.

Limitation on Suits by Noteholders. No Holder of any Note of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any proceeding, judicial action or otherwise, proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this IndentureIndenture or such Note of a series, or for the appointment of a receiver or trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunderhereunder or thereunder, unless: unless (1a) such Holder has previously shall have given written notice to the Trustee written notice of a continuing an Event of Default; Default with respect to the Notes of that series and of the continuance thereof, as hereinbefore provided, and (2b) the Holders of not less than 66-2/325% in aggregate principal amount of the Notes then Outstanding Notes of such series shall have made written request to upon the Trustee to institute proceedings such action or proceeding in respect of such Events of Default set forth in Sections 5.01(c) or (d); (3) such Holder or Holders its own name as Trustee hereunder and shall have offered to the Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; therein or thereby, and (4c) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has shall have failed to institute any such action or proceeding; and , and (5d) no direction inconsistent with such written request has shall have been given to the Trustee during such 60-day period by pursuant to Section 6.09. For the Holders of a majority (or 66-2/3% where expressly provided herein) in principal amount protection and enforcement of the Outstanding Notes; it being understood provisions of this Section 6.06, each and intended that no one or more Holders every Holder of Notes of such series and the Trustee shall have any right be entitled to such relief as can be given either at law or in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes, or to obtain or seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders of Notesequity.

Limitation on Suits by Noteholders. No Holder of any Note Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any proceeding, judicial action or otherwise, proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this IndentureIndenture or such Security, or for the appointment of a receiver or trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunderhereunder or thereunder, unless: (1a) such Holder has previously shall have given written notice to the Trustee written notice of a continuing an Event of Default;Default with respect to the Securities of that series and of the continuance thereof, as hereinbefore provided, (2b) the Holders of not less at least than 66-2/325% in aggregate principal amount of the Securities then Outstanding Notes of such series shall have made written request to upon the Trustee to institute proceedings such action or proceeding in respect of such Events of Default set forth in Sections 5.01(c) or (d); (3) such Holder or Holders 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 in compliance with such request;therein or thereby, (4c) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has shall have failed to institute any such action or proceeding; , and (5d) no direction inconsistent with such written request has shall have been given to the Trustee during such 60-day period by pursuant to Section 7.10. For the Holders of a majority (or 66-2/3% where expressly provided herein) in principal amount protection and enforcement of the Outstanding Notes; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision provisions of this Indenture Section 7.07, each and every Holder of Securities of such series and the Trustee shall be entitled to affect, disturb such relief as can be given either at law or prejudice the rights of any other Holders of Notes, or to obtain or seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders of Notesequity.

Limitation on Suits by Noteholders. No Holder of any Note shall have any right by virtue or by availing of any provision of this Indenture to institute any proceeding, judicial action or otherwise, proceeding at law or in equity or in bankruptcy or otherwise upon or under or with respect to this IndentureIndenture or such Security, or for the appointment of a receiver or trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunderhereunder or thereunder, unless: unless (1a) such Holder has previously shall have given written notice to the Trustee written notice of a continuing an Event of Default; Default with respect to Notes and of the continuance thereof, as hereinbefore provided, and (2b) the Holders of not less than 66-2/325% in aggregate principal amount of the Outstanding Notes then outstanding shall have made written request to upon the Trustee to institute such action or proceedings in respect of such Events of Default set forth in Sections 5.01(c) or (d); (3) such Holder or Holders 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 in compliance with such request; therein or thereby, and (4c) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has shall have failed to institute any such action or proceeding; and , and (5d) no direction inconsistent with such written request has shall have been given to the Trustee during such 60-day period by pursuant to Section 6.09. For the Holders of a majority (or 66-2/3% where expressly provided herein) in principal amount protection and enforcement of the Outstanding Notes; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision provisions of this Indenture Section, each and every Noteholder and the Trustee shall be entitled to affect, disturb such relief as can be given either at law or prejudice the rights in equity. Table of any other Holders of Notes, or to obtain or seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders of Notes.Contents

Limitation on Suits by Noteholders. No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this 58 65 Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default; (2) the Holders of not less than 66-2/3% in aggregate principal amount of the Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Events of Default set forth in Sections 5.01(c) or (d); (3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority (or 66-2/3% where expressly provided herein) in principal amount of the Outstanding Notes; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes, or to obtain or seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders of Notes.

Limitation on Suits by Noteholders. No Holder of any Note shall have any right to institute any proceedingsuit, judicial action or otherwise, with respect to proceeding in equity or at law for the enforcement of this Indenture, Indenture or for the execution of any trust hereof or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: hereunder unless (1) such Holder has previously given written notice to the Trustee of a continuing an Event of Default; Default shall have occurred and be continuing, (2) the Holders of not less than 66twenty-2/3% five percent (25%) in aggregate principal amount Principal Amount of the Notes then Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Events of Default set forth in Sections 5.01(c) or (d); Trustee, (3) such Holder Noteholder or Holders Noteholders shall have offered to the Trustee reasonable indemnity against the costsindemnity, expenses and liabilities to be incurred as provided in compliance with such request; Section 8.1 hereof, (4) the Trustee shall have thereafter failed for 60 a period of sixty (60) days after its the receipt of such notice, the request and offer of indemnity has failed indemnification or refused to exercise the powers hereinbefore granted or to institute any such proceeding; and action, suit or proceeding in its own name and (5) no direction inconsistent with such written request has shall have been given to the Trustee during such 60-day sixty (60)-day period by the Holders of not less than a majority (or 66-2/3% where expressly provided herein) in principal amount aggregate Principal Amount of the Outstanding NotesNotes then Outstanding; it being understood and intended that no one or more Holders of the Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture whatsoever to affect, disturb or prejudice the rights lien of any other Holders of Notesthis Indenture by its, his, her or to obtain or seek to obtain priority or preference over any other Holders their action or to enforce any right under this Indenturehereunder except in the manner herein provided, except and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal and ratable benefit of all the Holders of Notesall Outstanding Notes hereunder as their interests may appear hereunder; provided, however, that, notwithstanding the foregoing provisions of this Section 6.8, the Acting Holders Upon Default may institute any such suit, action or proceeding in their own names for the benefit of the Holders of all Outstanding Notes hereunder.