Common use of Limitation on Rights of Certificateholders Clause in Contracts

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle 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 hereto or any of them. No Certificateholder 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 Certificateholder 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 Certificateholder 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 Securities Administrator a written notice of default and of the continuance thereof, as provided herein, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class of Certificates affected thereby shall have made written request upon the Securities Administrator to institute such action, suit or proceeding in its own name as Securities Administrator hereunder and shall have offered to the Securities Administrator such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities Administrator, 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 Certificateholder with every other Certificateholder and the Securities Administrator, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03, each and every Certificateholder and the Securities Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle 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 TrustTrust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, 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 Certificateholder 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 hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions 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 such Holder previously shall have given to the Securities Administrator Trustee a written notice of an Event of Default, or of a default by the Seller or the Trustee in the performance of any obligation hereunder, and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than entitled to at least 25% of each Class of Certificates affected thereby the Voting Rights shall have made written request upon the Securities Administrator Trustee to institute such action, suit or proceeding in its own name as Securities Administrator Trustee hereunder and shall have offered to the Securities Administrator Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities AdministratorTrustee, 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03Section, each and every Certificateholder and the Securities Administrator Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle 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 TrustTrust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, 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 Certificateholder 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 hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions 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 such Holder previously shall have given to the Securities Administrator Trustee a written notice of an Event of Default, or of a default by the Seller or the Trustee in the performance of any obligation hereunder, and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25entitled to at least 51% of each Class of Certificates affected thereby the Voting Rights shall have made written request upon the Securities Administrator Trustee to institute such action, suit or proceeding in its own name as Securities Administrator Trustee hereunder and shall have offered to the Securities Administrator Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities AdministratorTrustee, 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03Section, each and every Certificateholder and the Securities Administrator Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle such Certificateholder's ’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 TrustTrust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of any 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 Certificateholder 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 Certificateholder shall have any right by virtue or by availing itself of any provisions 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 Securities Trustee and Trust Administrator a written notice of default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also (ii) the Holders of Certificates evidencing Percentage Interests aggregating not less than entitled to at least 25% of each Class of Certificates affected thereby the Voting Rights shall have made written request upon the Securities Trustee and the Trust Administrator to institute such action, suit or proceeding in its own name as Securities Trustee or Trust Administrator hereunder and shall have offered to the Securities Administrator Trustee or the Trust Administrator, as applicable, such reasonable indemnity as satisfactory to it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities Trustee or the Trust Administrator, for 60 15 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder Certificateholder, the Trustee and the Securities Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03Section, each and every Certificateholder Certificateholder, the Trustee and the Securities Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle such Certificateholder's legal representatives representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition petition or winding up of the TrustTrust Fund, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, forth or contained in the terms of the Certificates, Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder 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 hereof. No Certificateholder 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 or the Securities Administrator Administrator, as appropriate, a written notice of default an Event of Default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class of the Voting Rights evidenced by the Certificates affected thereby shall also have made written request upon to the Trustee or the Securities Administrator Administrator, as appropriate to institute such action, suit or proceeding in its own name as Trustee or the Securities Administrator Administrator, as appropriate, hereunder and shall have offered to the Trustee or the Securities Administrator Administrator, as appropriate, such reasonable indemnity as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Securities Administrator, as appropriate, for 60 days after its receipt of such notice, request and offer of indemnity, 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 Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, Holder or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0312.08, each and every Certificateholder and Certificateholder, the Trustee or the Securities Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle such Certificateholder's ’s legal representatives representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition petition or winding up of the TrustTrust Fund, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, forth or contained in the terms of the Certificates, Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder 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 hereof. No Certificateholder 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 or the Securities Administrator Administrator, as appropriate, a written notice of default an Event of Default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class of the Voting Rights evidenced by the Certificates affected thereby shall also have made written request upon to the Trustee or the Securities Administrator Administrator, as appropriate to institute such action, suit or proceeding in its own name as Trustee or the Securities Administrator Administrator, as appropriate, hereunder and shall have offered to the Trustee or the Securities Administrator Administrator, as appropriate, such reasonable indemnity as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Securities Administrator, as appropriate, for 60 days after its receipt of such notice, request and offer of indemnity, 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 Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, Holder or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0312.08, each and every Certificateholder and Certificateholder, the Trustee or the Securities Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle such Certificateholder's legal representatives representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition petition or winding up of the TrustTrust Fund, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, forth or contained in the terms of the Certificates, Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder 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 hereof. No Certificateholder 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 or the Securities Administrator Administrator, as appropriate, a written notice of default an Event of Default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class of the Voting Rights evidenced by the Certificates affected thereby shall also have made written request upon to the Trustee or the Securities Administrator Administrator, as appropriate to institute such action, suit or proceeding in its own name as Trustee or the Securities Administrator Administrator, as appropriate, hereunder and shall have offered to the Trustee or the Securities Administrator Administrator, as appropriate, such reasonable indemnity as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Securities Administrator, as appropriate, for 60 days after its receipt of such notice, request and offer of indemnity, 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 Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, Holder or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0311.08, each and every Certificateholder and Certificateholder, the Trustee or the Securities Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle such Certificateholder's ’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 TrustTrust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, 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 Certificateholder 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 Certificateholder 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, any Mortgage Loan or Serviced Loan Combination, unless such Holder previously shall have given to the Securities Administrator Trustee a written notice of default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than at least 25% of each the Voting Rights of any Class of Certificates affected thereby (considering each Class of the Class A-S, Class B and Class C Certificates together with the Class PEZ Component of the same alphabetical designation as a single “Class” for such purpose) shall have made written request upon the Securities Administrator Trustee (with a copy to the Certificate Administrator) to institute such action, suit or proceeding in its own name as Securities Administrator Trustee hereunder and shall have offered to the Securities Administrator Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities AdministratorTrustee, 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates of any Class shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersHolders of Certificates of such Class. For the protection and enforcement of the provisions of this Section 11.03Section, each and every Certificateholder and the Securities Administrator Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle such Certificateholder's ’s legal representatives representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition petition or winding up of the TrustTrust Fund, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, forth or contained in the terms of the Certificates, Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder 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 hereof. No Certificateholder 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 Securities Administrator Trustee, a written notice of default a Servicer Default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than twenty-five percent (25% %) of each Class of the Voting Rights evidenced by the Certificates affected thereby shall also have made written request upon to the Securities Administrator Trustee to institute such action, suit or proceeding in its own name as Securities Administrator Trustee, hereunder and shall have offered to the Securities Administrator Trustee such reasonable indemnity satisfactory to it as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Securities Administrator, Trustee or for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity, 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 Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, Holder or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0311.08, each and every Certificateholder and or the Securities Administrator Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle such Certificateholder's legal representatives representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition petition or winding up of the TrustTrust Fund, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, forth or contained in the terms of the Certificates, Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder 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 hereof. No Certificateholder 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 Securities Administrator Trustee a written notice of default an Event of Default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class of the Voting Rights evidenced by the Certificates affected thereby shall also have made written request upon to the Securities Administrator Trustee to institute such action, suit or proceeding in its own name as Securities Administrator Trustee hereunder and shall have offered to the Securities Administrator Trustee (individually and as trustee) such reasonable indemnity satisfactory to it as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Securities AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity, 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 Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates 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 CertificatesCertificates and/or the NIMs Insurer, or to obtain or seek to obtain priority over or preference to any other such Holder, Holder and/or the NIMs Insurer or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0310.08, each and every Certificateholder and the Securities Administrator Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this the Trust Agreement or the Trust, nor entitle such Certificateholder's ’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 hereto or any of them. No Certificateholder 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, 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 Certificateholder be under any liability to any third person by reason of any action taken by the parties to this the Trust Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this the Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Trust Agreement or any Sale Agreement, Servicing Agreement, Custody Agreement or Assignment Agreement, unless such Holder previously shall have given to the Securities Administrator a written notice of default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than entitled to at least 25% of each Class of Certificates affected thereby the Voting Rights shall have made written request upon the Securities Administrator to institute such action, suit or proceeding in its own name as Securities Administrator hereunder under the Trust Agreement and shall have offered to the Securities Administrator such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities Administrator, for 60 15 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Securities Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this the Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this the Trust Agreement, except in the manner herein therein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03Section, each and every Certificateholder and Certificateholder, the Master Servicer, the Securities Administrator and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle such Certificateholder's ’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 TrustTrust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, 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 Certificateholder 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 Certificateholder 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, the Certificates, any Mortgage Loan or Serviced Whole Loan, unless such Holder previously shall have given to the Securities Administrator Trustee a written notice of default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than at least 25% of each the Voting Rights of any Class of Certificates affected thereby shall have made written request upon the Securities Administrator Trustee (with a copy to the Certificate Administrator) to institute such action, suit or proceeding in its own name as Securities Administrator Trustee hereunder and shall have offered to the Securities Administrator Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities AdministratorTrustee, 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates of any Class shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement or the Certificates to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this AgreementAgreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of all CertificateholdersHolders of Certificates of such Class. For the protection and enforcement of the provisions of this Section 11.03Section, each and every Certificateholder and the Securities Administrator Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle such Certificateholder's ’s legal representatives representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition petition or winding up of the TrustTrust Fund, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, forth or contained in the terms of the Certificates, Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder 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 hereof. No Certificateholder 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 Securities Administrator Trustee, a written notice of default a Servicer Default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than twenty five percent (25% %) of each Class of the Voting Rights evidenced by the Certificates affected thereby shall also have made written request upon to the Securities Administrator Trustee to institute such action, suit or proceeding in its own name as Securities Administrator Trustee, hereunder and shall have offered to the Securities Administrator Trustee such reasonable indemnity satisfactory to it as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Securities Administrator, Trustee or for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity, 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 Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, Holder or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0311.08, each and every Certificateholder and or the Securities Administrator Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this the Trust Agreement or the Trust, nor entitle such Certificateholder's ’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 hereto or any of them. No Certificateholder 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, 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 Certificateholder be under any liability to any third person by reason of any action taken by the parties to this the Trust Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this the Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Trust Agreement or any Sale Agreement, Servicing Agreement, Custody Agreement or Assignment Agreement, unless such Holder previously shall have given to the Securities Administrator a written notice of default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than entitled to at least 25% of each Class of Certificates affected thereby the Voting Rights shall have made written request upon the Securities Administrator to institute such action, suit or proceeding in its own name as Securities Administrator hereunder under the Trust Agreement and shall have offered to the Securities Administrator such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities Administrator, for 60 fifteen (15) 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Securities Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this the Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this the Trust Agreement, except in the manner herein therein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03Section, each and every Certificateholder and Certificateholder, the Master Servicer, the Securities Administrator and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle 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 TrustTrust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of any 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 Certificateholder 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 Certificateholder shall have any right by virtue or by availing itself of any provisions 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 such Holder previously shall have given to the Securities Trustee and the Trust Administrator a written notice of default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than entitled to at least 25% of each Class of Certificates affected thereby the Voting Rights shall have made written request upon the Securities Trustee and the Trust Administrator to institute such action, suit or proceeding in its own name as Securities Trustee or Trust Administrator hereunder and shall have offered to the Securities Trustee and the Trust Administrator such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities Trustee or the Trust Administrator, for 60 15 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Securities Trustee and the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03Section, each and every Certificateholder Certificateholder, the Trustee and the Securities Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle such Certificateholder's ’s legal representatives representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition petition or winding up of the TrustTrust Fund, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, forth or contained in the terms of the Certificates, Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder 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 hereof. No Certificateholder 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 or the Securities Administrator Administrator, as appropriate, a written notice of default an Event of Default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class of the Voting Rights evidenced by the Certificates affected thereby shall also have made written request upon to the Trustee or the Securities Administrator Administrator, as appropriate to institute such action, suit or proceeding in its own name as Trustee or the Securities Administrator Administrator, as appropriate, hereunder and shall have offered to the Trustee or the Securities Administrator Administrator, as appropriate, such reasonable indemnity as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Securities Administrator, as appropriate, for 60 days after its receipt of such notice, request and offer of indemnity, 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 Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, Holder or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0311.08, each and every Certificateholder and Certificateholder, the Trustee or the Securities Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust created hereby, nor entitle such Certificateholder's legal representatives representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition petition or winding up of the TrustTrust created hereby, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, forth or contained in the terms of the Certificates, Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder 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 hereof. No Certificateholder 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 Securities Administrator a written notice of default an Event of Default and of the continuance thereof, as provided hereinherein provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class of the Voting Rights evidenced by the Certificates affected thereby shall also have made written request upon to the Securities Administrator to institute such action, suit or proceeding in its own name as Securities Administrator hereunder and shall have offered to the Securities Administrator such reasonable indemnity as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Securities Administrator, for 60 days after its receipt of such notice, request and offer of indemnity, 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 Certificateholder with every other Certificateholder and the Securities Administrator, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, Holder or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0312.07, each and every Certificateholder and the Securities Administrator Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle such Certificateholder's ’s legal representatives representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition petition or winding up of the TrustTrust Fund, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, forth or contained in the terms of the Certificates, Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder 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 hereof. No Certificateholder 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 Securities Administrator Trustee, a written notice of default such Servicer Default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than twenty five percent (25% %) of each Class of the Voting Rights evidenced by the Certificates affected thereby shall also have made written request upon to the Securities Administrator Trustee to institute such action, suit or proceeding in its own name as Securities Administrator Trustee, hereunder and shall have offered to the Securities Administrator Trustee such reasonable indemnity satisfactory to it as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Securities Administrator, Trustee or for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity, 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 Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, Holder or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0311.08, each and every Certificateholder and or the Securities Administrator Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle such Certificateholder's ’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 TrustTrust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, 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 Certificateholder 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 Certificateholder 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, any Mortgage Loan or Whole Loan, unless such Holder previously shall have given to the Securities Administrator Trustee a written notice of default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than at least 25% of each the Voting Rights of any Class of Certificates affected thereby shall have made written request upon the Securities Administrator Trustee (with a copy to the Certificate Administrator) to institute such action, suit or proceeding in its own name as Securities Administrator Trustee hereunder and shall have offered to the Securities Administrator Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities AdministratorTrustee, 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates of any Class shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersHolders of Certificates of such Class. For the protection and enforcement of the provisions of this Section 11.03Section, each and every Certificateholder and the Securities Administrator Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle 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 TrustTrust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, 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 Certificateholder 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 Certificateholder 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, any Mortgage Loan or Serviced Whole Loan, unless such Holder previously shall have given to the Securities Administrator Trustee a written notice of default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing representing Percentage Interests aggregating not less than of at least 25% of each affected Class of Certificates affected thereby shall have made written request upon the Securities Administrator Trustee to institute such action, suit or proceeding in its own name as Securities Administrator Trustee hereunder and shall have offered to the Securities Administrator Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities AdministratorTrustee, 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates of any Class shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersHolders of Certificates of such Class. For the protection and enforcement of the provisions of this Section 11.03Section, each and every Certificateholder and the Securities Administrator Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle such Certificateholder's ’s legal representatives representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition petition or winding up of the TrustTrust Fund, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, forth or contained in the terms of the Certificates, Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder 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 hereof. No Certificateholder 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 Securities Administrator a written notice of default an Event of Default or a Company Default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class of the Voting Rights evidenced by the Certificates affected thereby shall also have made written request upon to the Securities Administrator to institute such action, suit or proceeding in its own name as Securities Administrator hereunder and shall have offered to the Securities Administrator such reasonable indemnity as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Securities Administrator, Administrator for 60 days after its receipt of such notice, request and offer of indemnity, 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 Certificateholder with every other Certificateholder and the Securities Administrator, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, Holder or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0312.08, each and every Certificateholder and or the Securities Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this the Trust Agreement or the Trust, nor entitle such Certificateholder's ’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 hereto or any of them. No Certificateholder 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, 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 Certificateholder be under any liability to any third person by reason of any action taken by the parties to this the Trust Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this the Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Trust Agreement or any Sale Agreement, Servicing Agreement, Custodial Agreement or Assignment Agreement, unless such Holder previously shall have given to the Securities Administrator a written notice of default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than entitled to at least 25% of each Class of Certificates affected thereby the Voting Rights shall have made written request upon the Securities Administrator Trustee to institute such action, suit or proceeding in its own name as Securities Administrator hereunder Trustee under the Trust Agreement and shall have offered to the Securities Administrator such reasonable Trustee indemnity as reasonably satisfactory to it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities AdministratorTrustee, for 60 fifteen (15) 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Securities Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this the Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this the Trust Agreement, except in the manner herein therein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03Section, each and every Certificateholder and Certificateholder, the Master Servicer, the Securities Administrator and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle 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 TrustTrust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of any 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 Certificateholder 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 Certificateholder shall have any right by virtue or by availing itself of any provisions 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 such Holder previously shall have given to the Securities Administrator Trustee and the Certificate Insurer a written notice of default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than entitled to at least 25% of each Class of Certificates affected thereby the Voting Rights shall have made written request upon the Securities Administrator Trustee to institute such action, suit or proceeding in its own name as Securities Administrator Trustee hereunder and shall have offered to the Securities Administrator Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities AdministratorTrustee, for 60 15 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03Section, each and every Certificateholder and the Securities Administrator Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle such Certificateholder's ’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 TrustTrust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, 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 Certificateholder 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 Certificateholder 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, Agreement or any Mortgage Loan unless such Holder previously shall have given to the Securities Administrator Trustee a written notice of default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than at least 25% of each the Voting Rights of any Class of Certificates affected thereby shall have made written request upon the Securities Administrator Trustee (with a copy to the Certificate Administrator) to institute such action, suit or proceeding in its own name as Securities Administrator Trustee hereunder and shall have offered to the Securities Administrator Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities AdministratorTrustee, 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates of any Class shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersHolders of Certificates of such Class. For the protection and enforcement of the provisions of this Section 11.03Section, each and every Certificateholder and the Securities Administrator Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder's ’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 hereto or any of them. No Certificateholder 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 Certificateholder 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 Certificateholder 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 Securities Administrator a written notice of default and of the continuance thereof, as provided herein, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class of Certificates affected thereby shall have made written request upon the Securities Administrator to institute such action, suit or proceeding in its own name as Securities Administrator hereunder and shall have offered to the Securities Administrator such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities Administrator, 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 Certificateholder with every other Certificateholder and the Securities Administrator, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03, each and every Certificateholder and the Securities Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle such Certificateholder's legal representatives representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition petition or winding up of the TrustTrust Fund, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, forth or contained in the terms of the Certificates, Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder 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 hereof. No Certificateholder 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 or the Securities Administrator Administrator, as appropriate, a written notice of default an Event of Default and of the continuance thereof, as provided herein115 hereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class of the Voting Rights evidenced by the Certificates affected thereby shall also have made written request upon to the Trustee or the Securities Administrator Administrator, as appropriate to institute such action, suit or proceeding in its own name as Trustee or the Securities Administrator Administrator, as appropriate, hereunder and shall have offered to the Trustee or the Securities Administrator Administrator, as appropriate, such reasonable indemnity as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Trustee or the Securities Administrator, as appropriate, for 60 days after its receipt of such notice, request and offer of indemnity, 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 Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, Holder or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0311.08, each and every Certificateholder and Certificateholder, the Trustee or the Securities Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle such Certificateholder's ’s legal representatives representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition petition or winding up of the TrustTrust Fund, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, forth or contained in the terms of the Certificates, Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder 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 hereof. No Certificateholder 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 Securities Administrator a written notice of default an Event of Default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class of the Voting Rights evidenced by the Certificates affected thereby shall also have made written request upon to the Securities Administrator to institute such action, suit or proceeding in its own name as Securities Administrator hereunder and shall have offered to the Securities Administrator such reasonable indemnity as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Securities Administrator, Administrator for 60 days after its receipt of such notice, request and offer of indemnity, 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 Certificateholder with every other Certificateholder and the Securities Administrator, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, Holder or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0312.08, each and every Certificateholder and or the Securities Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death ------------------------------------------ or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle 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 hereto or any of themsuch party. No Certificateholder shall have any right to vote (except as provided hereinin Section 13.01 (subject in all events to ------------- the delegation of such voting rights described therein)) 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 Certificateholder 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 Certificateholder 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 Securities Administrator Trustee a written notice of default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class the aggregate Certificate Principal Balance of Certificates affected thereby Certificates, with the consent of the Certificate Insurer, shall have made written request upon the Securities Administrator Trustee to institute such action, suit or proceeding in its own name as Securities Administrator Trustee hereunder and shall have offered to the Securities Administrator Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities AdministratorTrustee, for 60 sixty (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 Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersCertificate-holders. For the protection and enforcement of the provisions of this Section 11.0313.03, each and ------------- every Certificateholder and the Securities Administrator Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle 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 TrustTrust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of any 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 Certificateholder 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 Certificateholder shall have any right by virtue or by availing itself of any provisions 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 Securities Trustee and the Trust Administrator a written notice of default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also (ii) the Holders of Certificates evidencing Percentage Interests aggregating not less than entitled to at least 25% of each Class of Certificates affected thereby the Voting Rights shall have made written request upon the Securities Trustee and the Trust Administrator to institute such action, suit or proceeding in its own the name as Securities Administrator of the Trustee hereunder and shall have offered to the Securities Trustee and the Trust Administrator such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities Trustee or the Trust Administrator, for 60 15 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Securities Trustee and the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03Section, each and every Certificateholder and the Securities Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle such Certificateholder's ’s legal representatives representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition petition or winding up of the TrustTrust Fund, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, forth or contained in the terms of the Certificates, Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder 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 hereof. No Certificateholder 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 Securities Administrator a written notice of default an Event of Default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class of the Voting Rights evidenced by the Certificates affected thereby shall also have made written request upon to the Securities Administrator to institute such action, suit or proceeding in its own name as Securities Administrator hereunder and shall have offered to the Securities Administrator such reasonable indemnity as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Securities Administrator, Administrator for 60 days after its receipt of such notice, request and offer of indemnity, 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 Certificateholder with every other Certificateholder and the Securities Administrator, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, Holder or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0311.08, each and every Certificateholder and or the Securities Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle 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 TrustTrust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of any 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 Certificateholder 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 Certificateholder shall have any right by virtue or by availing itself of any provisions 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 such Holder previously shall have given to the Securities Trust Administrator and the Trustee a written notice of default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than entitled to at least 25% of each Class of Certificates affected thereby the Voting Rights shall have made written request upon the Securities Trustee or the Trust Administrator to institute such action, suit or proceeding in its own name as Securities Trustee or Trust Administrator hereunder and shall have offered to the Securities Administrator Trustee or the Trust Administrator, as applicable, such reasonable indemnity as satisfactory to it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities Trustee or the Trust Administrator, for 60 15 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder Certificateholder, the Trustee and the Securities Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03Section, each and every Certificateholder Certificateholder, the Trustee and the Securities Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle 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 hereto or any of them. No Certificateholder 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 Certificateholder 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 Certificateholder 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 Securities Certificate Administrator and the Trustee a written notice of default and of the continuance thereof, as provided herein, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class of Certificates affected thereby shall have made written request upon the Securities Administrator Trustee to institute such action, suit or proceeding in its own name as Securities Administrator Trustee hereunder and shall have offered to the Securities Administrator Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities AdministratorTrustee, 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 Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03, each and every Certificateholder and the Securities Administrator Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, nor (ii) entitle such Certificateholder's ’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 or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Except as expressly provided for herein, no Certificateholder 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, forth or contained in the terms of the Certificates, Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder 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 Certificateholder shall have any right by virtue or by availing itself of any provisions 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 such Holder previously shall have given to the Securities Administrator a written notice of default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than entitled to at least 25% of each Class of Certificates affected thereby the Voting Rights shall have made written request upon the Securities Administrator to institute such action, suit or proceeding in its own name as Securities Administrator hereunder and shall have offered to the Securities Administrator such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities Administrator, Administrator for 60 15 days after its receipt of such notice, request reque st and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Securities Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03, 11.03 each and every Certificateholder and the Securities Administrator shall be entitled to such relief as can be given either at law or in equityeq uity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle 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 TrustTrust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, 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 Certificateholder 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 hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions 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 such Holder previously shall have given to the Trustee and the Securities Administrator a written notice of an Event of Default, or of a default by the Seller, the Trustee or the Securities Administrator in the performance of any obligation hereunder, and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25entitled to at least 51% of each Class of Certificates affected thereby the Voting Rights shall have made written request upon the Trustee or the Securities Administrator to institute such action, suit or proceeding in its own name as Securities Administrator Trustee hereunder and shall have offered to the Trustee or the Securities Administrator such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee or the Securities Administrator, 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder Certificateholder, the Trustee and the Securities Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03Section, each and every Certificateholder Certificateholder, the Trustee and the Securities Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle such Certificateholder's legal representatives representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition petition or winding up of the TrustTrust Fund, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, forth or contained in the terms of the Certificates, Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder 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 hereof. No Certificateholder 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 haxx xxxen to the Securities Administrator Trustee, a written notice of default such Servicer Default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than twenty five percent (25% %) of each Class of the Voting Rights evidenced by the Certificates affected thereby shall also have made written request upon to the Securities Administrator Trustee to institute such action, suit or proceeding in its own name as Securities Administrator Trustee, hereunder and shall have offered to the Securities Administrator Trustee such reasonable indemnity satisfactory to it as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Securities Administrator, Trustee or for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity, 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 Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, Holder or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0311.08, each and every Certificateholder and or the Securities Administrator Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle 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 hereto or any of them. No Certificateholder 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 Certificateholder 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 Certificateholder 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 Securities Administrator a written notice of default and of the continuance thereof, as provided herein, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not 201 less than 25% of each Class of Certificates affected thereby shall have made written request upon the Securities Administrator to institute such action, suit or proceeding in its own name as Securities Administrator hereunder and shall have offered to the Securities Administrator such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities Administrator, 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 Certificateholder with every other Certificateholder and the Securities Administrator, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03, each and every Certificateholder and the Securities Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle 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 TrustTrust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of any 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 Certificateholder 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. 117 No Certificateholder shall have any right by virtue or by availing itself of any provisions 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 such Holder previously shall have given to the Securities Trust Administrator a written notice of default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than entitled to at least 25% of each Class of Certificates affected thereby the Voting Rights shall have made written request upon the Securities Trust Administrator to institute such action, suit or proceeding in its own name as Securities Administrator the Trust Administrator, on behalf of the Trustee, hereunder and shall have offered to the Securities Trustee and the Trust Administrator such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities Trust Administrator, for 60 15 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Securities Trustee and the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03Section, each and every Certificateholder Certificateholder, the Trustee and the Securities Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this the Trust Agreement or the Trust, nor entitle such Certificateholder's ’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 hereto or any of them. No Certificateholder 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, 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 Certificateholder be under any liability to any third person by reason of any action taken by the parties to this the Trust Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this the Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Trust Agreement, Sale and Servicing Agreement, Custodial Agreement or Assignment Agreement, unless such Holder previously shall have given to the Securities Administrator a written notice of default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than entitled to at least 25% of each Class of Certificates affected thereby the Voting Rights shall have made written request upon the Securities Administrator Trustee to institute such action, suit or proceeding in its own name as Securities Administrator hereunder Trustee under the Trust Agreement and shall have offered to the Securities Administrator such reasonable Trustee indemnity as reasonably satisfactory to it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities AdministratorTrustee, for 60 fifteen (15) 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Securities Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this the Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this the Trust Agreement, except in the manner herein therein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03Section, each and every Certificateholder and Certificateholder, the Master Servicer, the Securities Administrator and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle 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 TrustTrust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of any 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 Certificateholder 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 Certificateholder shall have any right by virtue or by availing itself of any provisions 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 such Holder previously shall have given to the Securities Administrator Trustee and the Certificate Insurer a written notice of default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than entitled to at least 25% of each Class of Certificates affected thereby the Voting Rights shall have made written request upon the Securities Administrator Trustee to institute such action, suit or proceeding in its own name as Securities Administrator Trustee hereunder and shall have offered to the Securities Administrator Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities AdministratorTrustee, for 60 15 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03Section, each and every Certificateholder and Certificateholder, the Securities Administrator Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle such Certificateholder's ’s legal representatives representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition petition or winding up of the TrustTrust Fund, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, forth or contained in the terms of the Certificates, Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder 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 hereof. No Certificateholder 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 Securities Administrator a written notice of default an Event of Default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class of the Voting Rights evidenced by the Certificates affected thereby shall also have made written request upon to the Securities Administrator to institute such action, suit or proceeding in its own name as Securities Administrator hereunder and shall have offered to the Securities Administrator such reasonable indemnity as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Securities Administrator, Administrator for 60 days after its receipt of such notice, request and offer of indemnity, 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 Certificateholder with every other Certificateholder and the Securities Administrator, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, Holder or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0310.08, each and every Certificateholder and or the Securities Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle 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 hereto or any of them. No Certificateholder 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 Certificateholder 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 Certificateholder 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 Securities Administrator a written notice of default and of the continuance thereof, as provided herein, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class of Certificates affected thereby shall have made written request upon the Securities Administrator to institute such action, suit or proceeding in its own name as Securities Administrator hereunder and shall have offered to the Securities Administrator such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities Administrator, 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 Certificateholder with every other Certificateholder and the Securities Administrator, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03, 108 each and every Certificateholder and the Securities Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle 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 161 the TrustTrust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of any 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 Certificateholder 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 Certificateholder shall have any right by virtue or by availing itself of any provisions 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 Securities Trustee and the Trust Administrator a written notice of default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also (ii) the Holders of Certificates evidencing Percentage Interests aggregating not less than entitled to at least 25% of each Class of Certificates affected thereby the Voting Rights shall have made written request upon the Securities Trustee and the Trust Administrator to institute such action, suit or proceeding in its own the name as Securities Administrator of the Trustee hereunder and shall have offered to the Securities Trustee and the Trust Administrator such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities Trustee or the Trust Administrator, for 60 15 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Securities Trustee and the Trust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever whatsoever by virtue or by availing itself or themselves of any provisions provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03Section, each and every Certificateholder and the Securities Trustee and the Trust Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this the Trust Agreement or the Trust, nor entitle 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 hereto or any of them. No Certificateholder 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, 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 Certificateholder be under any liability to any third person by reason of any action taken by the parties to this the Trust Agreement pursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availing itself of any provisions provision of this the Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Trust Agreement or any Sale Agreement, Servicing Agreement, Custody Agreement or Assignment Agreement, unless such Holder previously shall have given to the Securities Administrator a written notice of default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than entitled to at least 25% of each Class of Certificates affected thereby the Voting Rights shall have made written request upon the Securities Administrator to institute such action, suit or proceeding in its own name as Securities Administrator hereunder under the Trust Agreement and shall have offered to the Securities Administrator such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities Administrator, for 60 15 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 . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Securities Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions provision of this the Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this the Trust Agreement, except in the manner herein therein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03Section, each and every Certificateholder and Certificateholder, the Master Servicer, the Securities Administrator and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death ------------------------------------------ or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle 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 hereto or any of themsuch party. No Certificateholder shall have any right to vote (except as provided hereinin Section 13.01 (subject in all events to the delegation of such voting rights ------------- described therein)) 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 Certificateholder 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 Certificateholder 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 Securities Administrator Trustee a written notice of default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class the aggregate Certificate Principal Balance of Certificates affected thereby Certificates, with the consent of the Certificate Insurer, shall have made written request upon the Securities Administrator Trustee to institute such action, suit or proceeding in its own name as Securities Administrator Trustee hereunder and shall have offered to the Securities Administrator Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities AdministratorTrustee, for 60 sixty (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 Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0313.03, each and every Certificateholder and the Securities Administrator Trustee shall be ------------- entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle 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 hereto or any of them. No Certificateholder 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 Certificateholder 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 Certificateholder 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 Securities Administrator a written notice of default and of the continuance thereof, as provided herein, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class of Certificates affected thereby shall have made written request upon the Securities Administrator to institute such action, suit or proceeding in its own name as Securities Administrator hereunder and shall have offered to the Securities Administrator such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities Administrator, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to 132 institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Securities Administrator, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03, each and every Certificateholder and the Securities Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle such Certificateholder's legal representatives representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition petition or winding up of the TrustTrust Fund, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, forth or contained in the terms of the Certificates, Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder 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 hereof. No Certificateholder 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 Securities Administrator Trustee a written notice of default an Event of Default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class of the Voting Rights evidenced by the Certificates affected thereby shall also have made written request upon to the Securities Administrator Trustee to institute such action, suit or proceeding in its own name as Securities Administrator Trustee hereunder and shall have offered to the Securities Administrator Trustee (individually and as trustee) such reasonable indemnity satisfactory to it as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Securities AdministratorTrustee, for 60 days after its receipt of such notice, request and offer of indemnity, 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 Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, Holder or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0310.08, each and every Certificateholder and the Securities Administrator Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trusttrust created hereby, nor entitle such Certificateholder's ’s legal representatives representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition petition or winding up of the Trusttrust created hereby, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, forth or contained in the terms of the Certificates, Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder 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 hereof. No Certificateholder 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 Securities Administrator a written notice of default an Event of Default and of the continuance thereof, as provided hereinherein provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class of the Voting Rights evidenced by the Certificates affected thereby shall also have made written request upon to the Securities Administrator to institute such action, suit or proceeding in its own name as Securities Administrator Trustee hereunder and shall have offered to the Securities Administrator Trustee such reasonable indemnity as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Securities Administrator, for 60 days after its receipt of such notice, request and offer of indemnity, 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 Certificateholder with every other Certificateholder and the Securities Administrator, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, Holder or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0312.08, each and every Certificateholder and the Securities Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle 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 hereto or any of them. No Certificateholder 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 Certificateholder 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 Certificateholder 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 Securities Administrator a written notice of default and of the continuance thereof, as provided herein, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of each Class of Certificates affected thereby shall have made written request upon the Securities Administrator to institute such action, suit or proceeding in its own name as Securities Administrator hereunder and shall have offered to the Securities Administrator such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Securities Administrator, for 60 sixty (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 Certificateholder with every other Certificateholder and the Securities Administrator, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03, each and every Certificateholder and the Securities Administrator shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the TrustTrust Fund, nor entitle such Certificateholder's ’s legal representatives representative or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition petition or winding up of the TrustTrust Fund, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. No Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the TrustTrust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, forth or contained in the terms of the Certificates, Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder 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 hereof. No Certificateholder 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 Securities Administrator Trustee, a written notice of default the Servicer Default and of the continuance thereof, as provided hereinhereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than twenty five percent (25% %) of each Class of the Voting Rights evidenced by the Certificates affected thereby shall also have made written request upon to the Securities Administrator Trustee to institute such action, suit or proceeding in its own name as Securities Administrator Trustee, hereunder and shall have offered to the Securities Administrator Trustee such reasonable indemnity satisfactory to it as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Securities Administrator, Trustee or for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity, 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 Certificateholder with every other Certificateholder and the Securities AdministratorTrustee, that no one or more Holders of Certificates 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 to obtain or seek to obtain priority over or preference to any other such Holder, Holder or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.0311.08, each and every Certificateholder and or the Securities Administrator Trustee shall be entitled to such relief as can be given either at law or in equity.