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 Estate, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Estate, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust Estate, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25% of the Voting Interest represented by all Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the cost, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section, each and every Certificateholder 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 Estate, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Estate, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust Estate, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee Trust Administrator a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25% of the Voting Interest represented by all Certificates shall have made written request upon the Trustee Trust Administrator to institute such action, suit or proceeding in its own name as Trustee Trust Administrator hereunder and shall have offered to the Trustee Trust Administrator such reasonable indemnity as it may require against the cost, expenses and liabilities to be incurred therein or thereby, and the TrusteeTrust 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 TrusteeTrust Administrator, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee 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 Estate, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Estate, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust Estate, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25% of the Voting Interest represented by all Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the cost, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 10.3, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 11.3, each and every Certificateholder 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 the Pooling and Servicing Agreement or the Trust EstateTrust, nor will such death or incapacity entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust EstateTrust, nor shall it otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, 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 EstateTrust, 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 Pooling and Servicing Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision of this the Pooling and Servicing Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Pooling and Servicing Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Interest represented by all Rights allocated to the Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder under the Pooling and Servicing Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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 Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this the Pooling and Servicing Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 Pooling and Servicing Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersHolders of Certificates. For the protection and enforcement of the provisions of this Section, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 11.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.01 hereof) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given written notice to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Voting Investor Interest represented by all Certificates of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 SectionSection 13.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Trust Agreement or the Trust EstateTrust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Estateapplicable Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue then. (b) No Certificateholder of its status as a Certificateholder, given Series 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 Estateany 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 Trust Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue Certificateholder of its status as Certificateholder, a given Series shall have any right by virtue or by availing of any provision of this Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Trust Agreement, unless (i) such Holder previously shall have given to the Trustee a written notice of default breach and of the continuance thereof, as hereinbefore provided, and unless also (ii) the Holders of Certificates of such Series evidencing not less than 25% the Required Percentage--Remedies of the aggregate Voting Interest represented by all Certificates Rights of such Series shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, 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 , and (iv) no direction inconsistent with such written request has been given to the Trustee during such 15-day period by Certificateholders evidencing not less than the Required Percentage--Remedies of the aggregate Voting Rights of such Series. It is understood and intendedagreed that the Trustee shall not be obligated to make any investigation of matters arising under this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Trustee the reasonable indemnity referred to above. It is further understood and agreed, and being expressly covenanted by each Certificateholder of each Series with every other Certificateholder of such Series and the Trustee, that no one or more Holders of Certificates of such Series shall have any right in any manner whatever by virtue or by availing of any provision of this Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates of such CertificatesSeries, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Trust Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersCertificateholders of such Series. For the protection and enforcement of the provisions of this Section, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's ’s legal representatives representative or heirs to claim an accounting or to take any action or to commence any proceeding in any court for a partition petition or winding up of the Trust EstateFund, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no No Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust EstateFund, 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 Certificateholders 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, solely by virtue of its status as a Certificateholder, shall have any right by virtue or by availing itself of any provision provisions of this Agreement or the Certificates to institute any suit, action or proceeding in equity or at law upon or under or with respect to this AgreementAgreement or the Certificates, unless such Holder Certificateholder previously shall have given to the Trustee a written notice of default a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and of the continuance thereof, as hereinbefore herein before provided, and unless also the Holders of Certificates evidencing aggregating not less than 2550% of the Voting Interest represented by all Rights of the Certificates shall also have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses expenses, and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, 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 provision provisions of this Agreement or the Certificates to affect, disturb or prejudice the rights of the Holders of any other of such CertificatesCertificateholders, or to obtain or seek to obtain priority over or preference to any other such Holder, Certificateholder except as provided herein with respect to entitlement to payments or to enforce any right under this AgreementAgreement or the Certificates, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 11.7, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. By virtue of its purchase of a Certificate, each Certificateholder shall be deemed to have acknowledged that it shall make its own decisions regarding its rights and protections relevant to the Trust and shall not be relying on the Trustee or any other deal party.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateFund, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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 Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 11.3, each and every Certificateholder 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 EstateTrust, 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, No Certificateholder shall have any right to vote (except as provided in Section 10.01) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing itself of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25% of the Voting Interest represented by all Certificates Majority Certificateholder shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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, each and every Certificateholder 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 EstateTrust, nor entitle such Certificateholder's ’s legal representatives representative or heirs to claim an accounting or to take any action or to commence any proceeding in any court for a partition petition or winding up of the Trust EstateTrust, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no No Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust EstateFund, 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 Certificateholders 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, solely by virtue of its status as a Certificateholder, shall have any right by virtue or by availing itself of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and of the continuance thereof, as hereinbefore herein before provided, and unless also the Holders of Certificates evidencing aggregating not less than 25% of the Voting Interest represented by all Rights of the Certificates shall also have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses expenses, and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, Holder except as provided herein with respect to entitlement to payments or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 12.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.1 hereof) or in any ------------ manner otherwise control the operation and management of the Trust EstateTrust, 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Voting Investor Interest represented by all Certificates of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 SectionSection 13.3, each and every Certificateholder and the ------------ Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The ------------------------------------------ death or incapacity of any Certificateholder shall not operate to terminate this Trust Agreement or the Trust EstateTrust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Estateapplicable Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue . (b) No Certificateholder of its status as a Certificateholder, given Series 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 Estateany 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 Trust Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue Certificateholder of its status as Certificateholder, a given Series shall have any right by virtue or by availing of any provision of this Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Trust Agreement, unless (i) such Holder previously shall have given to the Trustee a written notice of default breach and of the continuance thereof, as hereinbefore provided, and unless also (ii) the Holders of Certificates of such Series evidencing not less than 25% the Required Percentage- Remedies of the aggregate Voting Interest represented by all Certificates Rights of such Series shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, 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 , and (iv) no direction inconsistent with such written request has been given to the Trustee during such 15-day period by Certificateholders evidencing not less than the Required Percentage-Remedies of the aggregate Voting Rights of such Series. It is understood and intendedagreed that the Trustee shall not be obligated to make any investigation of matters arising under this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Trustee the reasonable indemnity referred to above. It is further understood and agreed, and being expressly covenanted by each Certificateholder of each Series with every other Certificateholder of such Series and the Trustee, that no one or more Holders of Certificates of such Series shall have any right in any manner whatever by virtue or by availing of any provision of this Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates of such CertificatesSeries, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Trust Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersCertificateholders of such Series. For the protection and enforcement of the provisions of this Section, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 10.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity entitle such Certificateholder's Certificateholders' 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Certificateholder shall have any right to vote (except as specifically provided in this Agreement or any Supplement) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement or any Supplement 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 unless, subject to the Trustee a written notice rights of default and of the continuance thereofeach Control Party provided in this Agreement, as hereinbefore provided, and unless also the Holders of Investor Certificates evidencing not less Undivided Interests in the Trust aggregating more than 2550% of the Voting Interest represented by all Certificates Invested Amount of any Series which may be materially adversely affected but for the institution of such suit, action or proceeding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Certificateholders shall have any right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement or any Supplement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, or to enforce any right under this AgreementAgreement or any Supplement, 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 SectionSection 13.03, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the 102 operation and management of the Trust EstateFund, 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 10.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.1 hereof) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given written notice to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Voting Investor Interest represented by all Certificates of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 SectionSection 13.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this the Agreement or the Trust EstateTrust, 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto to the Agreement or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Certificateholder shall have any right to vote (except as provided in Sections 18.05 and 21.01) or in any manner otherwise control the operation and management of the Trust EstateTrust, or the obligations of the parties heretoto the Agreement, nor shall anything herein set forthforth in the Agreement, 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. of the Agreement. (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing itself of any provision provisions of this the Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates evidencing not less than the 25% of the Voting Interest represented by all Interests of the Class A Certificates and the Class B Certificates, voting together as a single class, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder under the Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 30 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceedingproceeding and during such 30-day period, no request or waiver inconsistent with such written request has been given to the Trustee pursuant to this Section or Section 19.04; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, 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 provision provisions of this the Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 the Agreement, except in the manner herein provided in the Agreement and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 8.2, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Investor Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Investor Certificateholder shall have any right to vote (except as provided in Section 13.1 hereof) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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 Investor 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given written notice to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Voting Interest represented by all Certificates Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 SectionSection 13.3, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, or the obligations of the parties hereto, nor shall 101 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 10.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Estateapplicable Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue . (b) No Certificateholder of its status as a Certificateholder, given Series 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 Estateany 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. . (c) No Certificateholder, solely by virtue Certificateholder of its status as Certificateholder, a given Series shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless (i) such Holder previously shall have given to the Trustee a written notice of default breach and of the continuance thereof, as hereinbefore provided, thereof and unless also the Holders of Certificates of such Series evidencing not less than 25% the Required Percentage--Remedies of the aggregate Voting Interest represented by all Certificates Rights of such Series shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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 intendedagreed that the Trustee shall not be obligated to make any investigation of matters arising under this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Trustee the reasonable indemnity referred to above. It is further understood and agreed, and being expressly covenanted by each Certificateholder of each Series with every other Certificateholder of such Series and the Trustee, that no one or more Holders of Certificates of such Series shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates of such CertificatesSeries, 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 CertificateholdersCertificateholders of such Series. For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Investor Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Investor Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.01 hereof) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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 Investor 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given written notice to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Voting Interest represented by all Certificates Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 SectionSection 13.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Investor Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Investor Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.1 hereof) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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 Investor 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given written notice to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Voting Interest represented by all Certificates Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, notices 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 Trustee, that no one or more Holders of Certificates Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 SectionSection 13.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Investor Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Investor Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.1 hereof) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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 Investor 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given written notice to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Voting Interest represented by all Certificates Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 SectionSection 13.3, each and every Certificateholder 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 EstateIssuing Entity, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust EstateIssuing Entity, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, 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 EstateIssuing Entity, 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, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of an Event of Default, or of a default by the Sponsor or the Trustee in the performance of any obligation hereunder, and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25entitled to at least 51% of the Voting Interest represented by all Certificates Rights shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may reasonably require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 11.03, each and every Certificateholder 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 EstateTrust, 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto to this Agreement or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, No Certificateholder shall have any right to vote (except as specifically provided herein) or in any manner otherwise control the operation and management of the Trust EstateTrust, or the obligations of the parties heretoto this Agreement, nor shall anything herein in this Agreement 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 hereofof this Agreement. No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing itself of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also (a) the default arises from the Seller's or the Servicer's failure to remit payments when due hereunder, or (b) the Holders of Certificates evidencing not less than 25% a majority of the Voting Interest represented by all Controlling Class of Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder under this Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 30 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceedingproceeding and during such 30-day period no request or waiver inconsistent with such written request has been given to the Trustee pursuant to this Section 13.03 or Section 10.05; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any of the other of 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, Agreement except in the manner herein provided in this Agreement and for the equal, ratable and common benefit of all CertificateholdersCertificateholders of that class. For the protection and enforcement of the provisions of this SectionSection 13.03, each and every Certificateholder 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 the Pooling and Servicing Agreement or the Trust EstateTrust, nor will such death or incapacity entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust EstateTrust, nor shall it otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, 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 EstateTrust, 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 Pooling and Servicing Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision of this the Pooling and Servicing Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Pooling and Servicing Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Interest represented by all Rights allocated to the Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder under the Pooling and Servicing Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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, -98- 125 suit or proceeding; it being . It is understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this the Pooling and Servicing Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 Pooling and Servicing Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersHolders of Certificates. For the protection and enforcement of the provisions of this Section, each and every Certificateholder 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 Estate, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Estate, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust Estate, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously (i) a default shall have given to occurred and be continuing of which the Trustee a written notice shall have been notified or of default and of the continuance thereofwhich it shall have knowledge, as hereinbefore provided, and unless also (ii) the Holders of Certificates evidencing not less than 25% a majority of the Voting Interest represented by all Aggregate Certificate Principal Balance of the Class A Certificates or the Class B Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the cost, expenses and liabilities to be incurred therein or therebyhereunder, and (iii) the Trustee, for 60 20 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 Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For Nothing contained in this Agreement shall affect or impair (a) the protection and enforcement right of the provisions Holder of this Section, each any Certificate to the payment of the principal of and every Certificateholder interest on such Certificate at and after the Trustee time when the same shall be entitled due and payable, (b) the obligation of the Trust to pay the principal of and interest on each of the Certificates issued hereunder to the Holder thereof at the time and place and in the manner herein expressed, (c) the right of action of such relief as can be given either at law Holder under such Certificate or in equitythis Agreement to enforce such payment, and (d) the rights of the Holder of a Certificate to enforce any obligation of the Servicing Advisor or the Servicer under any indemnity provision hereunder (each of the foregoing obligation being absolute and unconditional).

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Estatetrust 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 Trust Estatetrust created hereby, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, Fremont 2005-B Pooling & Servicing Agreement 155 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 EstateFund, 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, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing itself of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default a Servicer Event of Default or a Master Servicer Event of Termination and of the continuance thereof, as hereinbefore herein provided, and unless also the Holders of Certificates evidencing not less than 25% of the Voting Interest represented Rights evidenced by all the Certificates shall also have made written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses expenses, and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, 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 Trustee, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 common benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 10.08, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or 91 prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 10.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Investor Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Investor Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.01 hereof) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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 Investor 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity city or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given written notice to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Voting Interest represented by all Certificates Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 SectionSection 13.03, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or 102 proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 10.3, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 10.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateProperty, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust EstateProperty, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) 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 EstateProperty, 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 any 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also (i) the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of all the Voting Interest represented by all Certificates shall have made written request upon the Owner Trustee to institute such action, suit or proceeding in its own name as Owner Trustee hereunder and shall have offered to the Owner Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and (ii) the Owner Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being proceeding and (iii) no direction inconsistent with such written request shall have been given to the Owner Trustee during such 60-day period by the Holders of Certificates evidencing a majority of Percentage Interests of all the Certificates. It is understood and intendedagreed that the Owner Trustee shall be under no obligation to make any investigation of matters arising under this Agreement or to institute conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Owner Trustee the reasonable indemnity referred to above. It is further understood and agreed, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Owner Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholdersprovided. For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Owner Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall the death or incapacity 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Certificateholder shall have any right to vote (except as expressly provided otherwise in this Agreement) or in any manner otherwise to control the operation and management of the Trust EstateTrust, 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 Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreementthe Transaction Documents (except to the extent any Supplement or related certificate purchase agreement creates independent and non-duplicative rights), unless such Holder the Certificateholder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates evidencing not less than 25% of the Voting Interest represented by all Certificates Required Investors shall have made made, written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 30 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder Certificateholder, every Purchaser and the Trustee, that no one or more Holders of Certificates Certificateholders or Purchasers shall have any right in any manner whatever by virtue of, or by availing itself or themselves of, any provisions of any provision of this Agreement a Transaction Document to affect, disturb or prejudice the rights of the Holders of any other of such CertificatesInvestor Certificateholder or Purchaser, or to obtain or seek to obtain priority over or preference to any such other such HolderInvestor Certificateholder or Purchaser, except to the extent provided in the Transaction Documents, or to enforce any right under this Agreementthe Transaction Documents, except in the manner herein provided and for the equal, ratable and common benefit of of, all CertificateholdersInvestor Certificateholders and Purchasers (subject to the priorities set forth in the Transaction Documents). For the protection and enforcement of the provisions of this Sectionsection, each and every Certificateholder Certificateholder, each and the every Purchaser and Trustee shall be entitled to such relief as can be given either at law or in equity. (d) By their acceptance of Certificates pursuant to this Agreement and the applicable Supplement, the Certificateholders agree to the provisions of this section.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity entitle such Certificateholder's Certificateholders' 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Certificateholder shall have any right to vote (except as specifically provided in this Agreement or any Supplement) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement or any Supplement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such the Holder previously shall have given to the Trustee a written notice of default and of the continuance thereofVariable Funding Certificate (if it may be adversely affected but for the institution of such suit, as hereinbefore providedaction or proceeding), and unless also or the Holders of Investor Certificates evidencing not less Undivided Interests in the Trust aggregating more than 2550% of the Voting Interest represented by all Certificates Invested Amount of any Series which may be materially adversely affected but for the institution of such suit, action or proceeding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Certificateholders shall have any right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement or any Supplement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, or to enforce any right under this AgreementAgreement or any Supplement, 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 SectionSection 13.03, each and every Certificateholder 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 EstateFund, nor entitle such 120 Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 10.3, each and every Certificateholder 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 the Agreement or the Trust EstateTrust, 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto to the Agreement or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, No Certificateholder shall have any right to vote (except as specifically provided herein) or in any manner otherwise control the operation and management of the Trust EstateTrust, or the obligations of the parties heretoto the Agreement, nor shall anything herein in the Agreement 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 hereofof the Agreement. No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing itself of any provision provisions of this the Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also (i) the default arises from the Seller's or the Servicer's failure to remit payments when due hereunder, or (ii) the Holders of Class A Certificates evidencing not less than 25% of the Voting Interest represented by all Certificates Class A Certificate Balance shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder under the Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 30 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceedingproceeding and during such 30-day period no request or waiver inconsistent with such written request has been given to the Trustee pursuant to this Section 13.03 or Section 10.05; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, 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 provision provisions of this the Agreement to affect, disturb or prejudice the rights of the Holders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right right, under this Agreement, the Agreement except in the manner herein provided in the Agreement and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 13.03, each and every Certificateholder 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 Estate, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Estate, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust Estate, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25% of the Voting Interest represented by all Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the cost, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity 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 parti- 107 tion or winding up of the Trust EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.1 hereof) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given written notice to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Voting Investor Interest represented by all Certificates of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 SectionSection 13.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity 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 parti- tion or winding up of the Trust EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.1 hereof) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given written notice to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Voting Investor Interest represented by all Certificates of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 SectionSection 13.3, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or 105 proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 11.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The ------------------------------------------ death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateProperty, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust EstateProperty, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) 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 EstateProperty, 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 any 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also (a) the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of all the Voting Interest represented by all Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and (b) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being proceeding and (c) no direction inconsistent with such written request shall have been given to the Trustee during such 60-day period by the Holders of Certificates evidencing a majority of Percentage Interests of all the Certificates. It is understood and intendedagreed that the Trustee shall be under no obligation to make any investigation of matters arising under this Agreement or to institute conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Trustee the reasonable indemnity referred to above. It is further understood and agreed, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholdersprovided. For the protection and enforcement of the provisions of this Section, each and every Certificateholder 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 Estatetrust created hereby, nor entitle such Certificateholder's ’s legal representatives representative or Fremont 2006-D Pooling & Servicing Agreement 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 Trust Estatetrust created hereby, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, 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 EstateFund, 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, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing itself of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default a Servicer Event of Default or a Master Servicer Event of Termination and of the continuance thereof, as hereinbefore herein provided, and unless also the Holders of Certificates evidencing not less than 25% of the Voting Interest represented Rights evidenced by all the Certificates shall also have made written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses expenses, and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, 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 Trustee, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 common benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 10.08, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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. 100 No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 10.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Investor Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapaci- ty 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Investor Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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 Investor Certificateholder be under any liability liabil- ity to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Investor Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given notice to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates Certifi- ▇▇▇▇▇ evidencing not less Undivided Interests aggregating more than 2566-2/3% of the Voting Interest represented by all Certificates Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding shall have made written request re- quest upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities liabili- ties to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder Certificate- holder and the Trustee, that no one or more Holders of Certificates Certificate- holders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provi- sions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 pro- tection and enforcement of the provisions of this SectionSection 13.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Each Certificate Owner by its acquisition of a Book Entry Certificate shall be deemed to have consented to the provisions of this Section 13.3.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Estatetrust 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 Trust Estatetrust created hereby, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, Fremont 2004-D Pooling & Servicing Agreement 156 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 EstateFund, 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, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing itself of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default a Servicer Event of Default or a Master Servicer Event of Termination and of the continuance thereof, as hereinbefore herein provided, and unless also the Holders of Certificates evidencing not less than 25% of the Voting Interest represented Rights evidenced by all the Certificates shall also have made written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses expenses, and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, 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 Trustee, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 common benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 10.08, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the 107 Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 10.3, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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 partnersor 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 10.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.1 hereof) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given written notice to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Voting Investor Interest represented by all Certificates of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 SectionSection 13.3, each and every Certificateholder 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 Estate, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Estate, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust Estate, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25% of the Voting Interest represented by all Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the cost, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 This Agreement, except in the manner herein provided and for the benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25[ ]% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 [ ] days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 11.3, each and every Certificateholder 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 Certificate holder shall not operate to terminate this Agreement or the Trust EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder 126 and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 10.3, each and every Certificateholder 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 the Pooling and Servicing Agreement or the Trust EstateTrust, nor will such death or incapacity entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust EstateTrust, nor shall it otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, 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 EstateTrust, 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 Pooling and Servicing Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision of this the Pooling and Servicing Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Pooling and Servicing Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Interest represented by all Rights allocated to the Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder under the Pooling and Servicing Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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 Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this the Pooling and Servicing Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 Pooling and Servicing Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersHolders of Certificates. For the protection and enforcement of the provisions of this Section, each and every Certificateholder 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 the Pooling and Servicing Agreement or the Trust EstateTrust, nor will such death or incapacity entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust EstateTrust, nor shall it otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, 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 EstateTrust, 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 Pooling and Servicing Agreement pursuant to any provision hereof. No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision of this the Pooling and Servicing Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this the Pooling and Servicing Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates evidencing not less than entitled to at least 25% of the Voting Interest represented by all Rights allocated to -98- 104 the Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder under the Pooling and Servicing Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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 Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this the Pooling and Servicing Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 Pooling and Servicing Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersHolders of Certificates. For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity entitle such Certificateholder's legal representatives Certificateholders 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. . (b) Except as otherwise expressly provided hereinset forth in this Agreement or any Supplement, no Certificateholder, solely by virtue of its status as a Certificateholder, Certificateholder shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateTrust, 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 or any Supplement pursuant to any provision hereof. hereof or thereof. (c) No Certificateholder, solely by virtue of its status as Certificateholder, Investor Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement or any Supplement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this AgreementAgreement or any Supplement, unless POOLING AND SERVICING AGREEMENT 115 109 such Holder Investor Certificateholder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedmade, and unless also the Holders holders of Investor Certificates evidencing not less more than 2550% of the Voting Interest represented by Aggregate Invested Amount of all Certificates (or, with respect to any such action, suit or proceeding that does not relate to all Series, 50% of the Aggregate Invested Amount of all Series to which such action, suit or proceeding relates), shall have made written made, a request upon in writing to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 30 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Investor Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Investor Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement or any Supplement to affect, disturb or prejudice the rights of the Holders of any other of such CertificatesInvestor Certificateholder, or to obtain or seek to obtain priority over or preference to any other such HolderInvestor Certificateholder, or to enforce any right under this AgreementAgreement or any Supplement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersInvestor Certificateholders except as otherwise expressly provided in this Agreement or any Supplement with respect to any Enhancement applicable to any Series. For the protection and enforcement of the provisions of this SectionSection 13.02, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (d) No Certificateholder shall have the right to sell, assign or transfer any interest in any Principal Receivables or Finance Charge Receivables except in connection with any sale, assignment or transfer of Investor Certificates by such Certificateholder in accordance with the Transaction Documents.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity 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 winding-up of the Trust EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.1 hereof) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given written notice to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Voting Investor Interest represented by all Certificates of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 SectionSection 13.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateProperty, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust EstateProperty, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) 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 EstateProperty, 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 any 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also (a) the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of all the Voting Interest represented by all Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and (b) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being proceeding and (c) no direction inconsistent with such written request shall have been given to the Trustee during such 60 day period by the Holders of Certificates evidencing a majority of Percentage Interests of all the Certificates. It is understood and intendedagreed that the Trustee shall be under no obligation to make any investigation of matters arising under this Agreement or to institute conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Trustee the reasonable indemnity referred to above. It is further understood and agreed, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholdersprovided. For the protection and enforcement of the provisions of this Section, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb 114 or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 10.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Certificateholder shall have any right to vote (except as expressly provided otherwise in this Agreement) or in any manner otherwise to control the operation and management of the Trust EstateTrust, 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 Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates evidencing not less than 25% of the Voting Interest represented by all Certificates Required Certificateholders shall have made made, written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 10 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 Trustee, that no one or more Holders of Certificates Certificateholders shall have any right night in any manner whatever by virtue of, or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders any other Certificateholder or any Holder of any other Series of such Certificates, or to obtain or seek to obtain priority over or preference to any such other Certificateholder or any such HolderHolder of any other Series of Certificates, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of, in the case of actions affecting the Certificateholders as a class, all CertificateholdersCertificateholders or, in the case of actions affecting the Holders of any Certificates, the Holders of the Certificates. For the protection and enforcement of the provisions of this SectionSection 13.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (d) By their acceptance of Certificates pursuant to this Agreement and the applicable Supplement, the Certificateholders agree to the provisions of this Section 13.03.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Investor Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Investor Certificateholder shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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 Investor 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Investor Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given notice to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates evidencing not less Undivided Interests aggregating more than 25662/3% of the Voting Interest represented by all Certificates Investor Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 SectionSection 13.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Each Certificate Owner by its acquisition of a Book Entry Certificate shall be deemed to have consented to the provisions of this Section 13.3.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Certificateholder shall have any right to vote (except as expressly provided in this Agreement) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedmade, and unless also the Holders of Certificates evidencing not less more than 2550% of the Voting Interest represented by all Certificates Certificate Principal Balance shall have made made, written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Certificateholders shall have any the right in any manner whatever whoever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice Prejudice the rights of the Holders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 SectionSection 12.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall the death or incapacity 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Certificateholder shall have any right to vote (except as expressly provided otherwise in this Agreement) or in any manner otherwise to control the operation and management of the Trust EstateTrust, 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 Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions page 91 of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreementthe Transaction Documents (except to the extent any Supplement or related certificate purchase agreement creates independent and non-duplicative rights), unless such Holder the Certificateholder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Required Series Holders of Certificates evidencing not less than 25% of the Voting Interest represented by all Certificates for each outstanding Series shall have made made, written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 30 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder Certificateholder, every Purchaser and the Trustee, that no one or more Holders of Certificates Certificateholders or Purchasers shall have any right in any manner whatever by virtue of, or by availing itself or themselves of, any provisions of any provision of this Agreement a Transaction Document to affect, disturb or prejudice the rights of the Holders of any other of such CertificatesInvestor Certificateholder or Purchaser, or to obtain or seek to obtain priority over or preference to any such other such HolderInvestor Certificateholder or Purchaser, except to the extent provided in the Transaction Documents, or to enforce any right under this Agreementthe Transaction Documents, except in the manner herein provided and for the equal, ratable and common benefit of of, all CertificateholdersInvestor Certificateholders and Purchasers (subject to the priorities set forth in the Transaction Documents). For the protection and enforcement of the provisions of this Sectionsection, each and every Certificateholder Certificateholder, each and the every Purchaser and Trustee shall be entitled to such relief as can be given either at law or in equity. (d) By their acceptance of Certificates pursuant to this Agreement and the applicable Supplement, the Certificateholders agree to the provisions of this section.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Investor Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity 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 winding-up of the Trust EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Investor Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.01 hereof) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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 Investor 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given written notice to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Voting Interest represented by all Certificates Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 SectionSection 13.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall the death or incapacity 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Certificateholder shall have any right to vote (except as expressly provided otherwise in this Agreement) or in any manner otherwise to control the operation and management of the Trust EstateTrust, 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 Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreementthe Transaction Documents (except to the extent any related Certificate Purchase Agreement creates independent and non- duplicative rights), unless such Holder the Certificateholder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates evidencing not less than 25% of the Voting Interest represented by all Certificates Required Person shall have made made, written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 30 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Certificateholders shall have any right in any manner whatever by virtue of, or by availing itself or themselves of, any provisions of any provision of this Agreement a Transaction Document to affect, disturb or prejudice the rights of the Holders of any other of such CertificatesInvestor Certificateholder, or to obtain or seek to obtain priority over or preference to any such other such HolderInvestor Certificateholder, except to the extent provided in the Transaction Documents, or to enforce any right under this Agreementthe Transaction Documents, except in the manner herein provided and for the equal, ratable and common benefit of of, all CertificateholdersInvestor Certificateholders (subject to the priorities set forth in the Transaction Documents). For the protection and enforcement of the provisions of this Sectionsection, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (d) By their acceptance of Certificates pursuant to this Agreement, the Certificateholders agree to the provisions of this section.

Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 8.2, each and every Certificateholder 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 Estatetrust 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 Trust Estatetrust created hereby, nor or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, 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 EstateFund, 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 Fremont 2006-E Pooling & Servicing Agreement 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, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing itself of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default a Servicer Event of Default or a Master Servicer Event of Termination and of the continuance thereof, as hereinbefore herein provided, and unless also the Holders of Certificates evidencing not less than 25% of the Voting Interest represented Rights evidenced by all the Certificates shall also have made written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses expenses, and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, 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 Trustee, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such 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 common benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 10.08, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity 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 parti- 105 tion or winding up of the Trust EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.1 hereof) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given written notice to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Voting Investor Interest represented by all Certificates of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 SectionSection 13.3, each and every Certificateholder 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 Estate, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Estate, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust Estate, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25% of the Voting Interest represented by all Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the cost, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.1 hereof) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given written notice to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Voting Interest represented by all Certificates Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and 122 shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, 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 Trustee, that no one or more Holders of Certificates Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 SectionSection 13.3, each and every Certificateholder 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 EstateTrust, 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto to this Agreement or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, No Certificateholder shall have any right to vote (except as specifically provided herein) or in any manner otherwise control the operation and management of the Trust EstateTrust, or the obligations of the parties heretoto this Agreement, nor shall anything herein in this Agreement 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 hereofof this Agreement. No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing itself of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also (i) the default arises from the Seller's or the Servicer's failure to remit payments when due hereunder, or (ii) the Holders of Certificates evidencing not less than 25% a majority of the Voting Interest represented by all Controlling Class of Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder under this Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 30 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceedingproceeding and during such 30-day period no request or waiver inconsistent with such written request has been given to the Trustee pursuant to this Section 13.03 or Section 10.05; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, 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 provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any of the other of 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, Agreement except in the manner herein provided in this Agreement and for the equal, ratable and common benefit of all CertificateholdersCertificateholders of that class. For the protection and enforcement of the provisions of this SectionSection 13.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.01 hereof) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given written notice to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Voting Investor Interest represented by all Certificates of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 SectionSection 13.03, each and every Certificateholder 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 Estate, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust Estate, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust Estate, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25% of the Voting Interest represented by all Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the cost, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously 108 shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 10.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Trust Agreement or the Trust EstateTrust, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Estateapplicable Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue . (b) No Certificateholder of its status as a Certificateholder, given Series 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 Estateany 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 Trust Agreement pursuant to any provision hereof. . (c) No Certificateholder, solely by virtue Certificateholder of its status as Certificateholder, a given Series shall have any right by virtue or by availing of any provision of this Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Trust Agreement, unless (i) such Holder previously shall have given to the Trustee a written notice of default breach and of the continuance thereof, as hereinbefore provided, and unless also (ii) the Holders of Certificates of such Series evidencing not less than 25% the Required Percentage--Remedies of the aggregate Voting Interest represented by all Certificates Rights of such Series shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, 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 , and (iv) no direction inconsistent with such written request has been given to the Trustee during such 15-day period by Certificateholders evidencing not less than the Required Percentage--Remedies of the aggregate Voting Rights of such Series. It is understood and intendedagreed that the Trustee shall not be obligated to make any investigation of matters arising under this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Trustee the reasonable security or indemnity referred to above. It is further understood and agreed, and being expressly covenanted by each Certificateholder of each Series with every other Certificateholder of such Series and the Trustee, that no one or more Holders of Certificates of such Series shall have any right in any manner whatever by virtue or by availing of any provision of this Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates of such CertificatesSeries, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Trust Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all CertificateholdersCertificateholders of such Series. For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Investor Certificateholder shall not operate to terminate this Agreement Agreement, or any Supplement or the Trust EstateTrust, nor shall such death or incapacity entitle such Certificateholder's Investor Certificateholders' 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 Estateor any Series, nor otherwise affect the rights, obligations and liabilities of the parties hereto or to any Supplement or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote . (b) No Investor Certificateholder or in any manner otherwise control the operation and management of the Trust Estate, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the 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, solely by virtue of its status as Certificateholder, Series Enhancer shall have any right by virtue or by availing of any provision provisions of this Agreement to file or otherwise institute any suit, action or proceeding in equity or at law upon or under or with respect to this AgreementAgreement or any Supplement, unless such Holder Investor Certificateholder or Series Enhancer previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedmade, and unless also the Holders of Certificates evidencing not less than 25% a majority of the Voting Interest represented by Control Parties effected thereby (which, if such action, suit or proceeding relates to this Agreement, shall be deemed to be all Certificates Control Parties) shall have made made, a written request upon to the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 30 days after its receipt of such notice, request and offer of indemnity, shall have neglected failed to file or otherwise refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted covenanted, by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Certificateholders shall have any right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement or any Supplement to affect, disturb or prejudice the rights of the Holders holders of any other of such the Investor Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderInvestor Certificateholder, or to enforce any right under this AgreementAgreement or any Supplement, except in the manner herein and therein provided and for the equal, ratable and common benefit of all CertificateholdersInvestor Certificateholders of the Series or Classes affected thereby. For the protection and enforcement of the provisions of this SectionSection 13.03, each and every Investor Certificateholder 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 EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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. 150 No Certificateholder, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 10.3, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. 110 Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 10.3, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, herein no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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, solely by virtue of its status as Certificateholder, shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder 107 holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also all of the Holders of Certificates evidencing evidencing, in aggregate, not less than 25% of the Voting Interest represented by all Certificates Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of 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 benefit of all Certificateholders. For the protection and enforcement of the provisions of this SectionSection 10.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Investor Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Investor Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.01 hereof) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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 Investor 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given written notice to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Voting Interest represented by all Certificates Invested Amount of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 SectionSection 13.03, each and every Certificateholder 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 Trust Agreement or the Trust EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding winding, up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of any of the parties hereto or any of themhereto. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, No Certificateholder shall have any right to vote (except as provided in Section 8.01 or this Section 8.02) or in any manner otherwise control the operation and management of the Trust EstateFund (except as provided in Section 3.01), 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 Trust Agreement pursuant to any provision hereof. No CertificateholderExcept in the case of an action, solely by virtue suit or proceeding against the Trustee with respect to a breach or alleged breach of its status as Certificateholderduties and responsibilities hereunder, no Certificateholder shall have any right by virtue or by availing of any provision provisions of this Trust Agreement to institute any suitaction, action suit or proceeding in equity or at law upon or under or with respect to this Agreement, Trust Agreement unless such Holder previously shall have given to the Trustee a written notice of default and the basis of the continuance thereofsuch action, as hereinbefore providedsuit or proceeding, and unless also the Holders of Certificates evidencing Percentage Interests aggregating not less than 2551% of the Voting Interest represented by all Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder Holder of a Certificate and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Trust Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderHolder of Certificates, 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. For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Any consent, vote, waiver or like action to be taken by the Trustee with respect to the Deposited Underlying Certificates will be taken in accordance with the instructions of a vote of affected Certificateholders. The Trustee will cast its vote in accordance with the instructions given by those Certificateholders who hold a majority of the principal amount of the Certificates from whom instructions are received (whether or not such Certificateholders hold a majority of the certificates). In the event no such instructions are received, the Trustee shall not cast any vote.

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust EstateTrust, nor shall such death or incapacity entitle such Certificateholder's Certificateholders, 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 EstateTrust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, . (b) No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.01 hereof) or in any manner otherwise control the operation and management of the Trust EstateTrust, 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. . (c) No Certificateholder, solely by virtue of its status as Certificateholder, Certificateholder shall have any right by virtue or by availing of any provision provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder Certificateholder previously shall have given written notice to the Trustee a written notice of default and of the continuance thereof, as hereinbefore providedTrustee, and unless also the Holders of Certificates evidencing not less Undivided Interests aggregating more than 2550% of the Voting Investor Interest represented by all Certificates of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates Certificateholders shall have any the right in any manner whatever by virtue or by availing itself or themselves of any provision provisions of this Agreement to affect, disturb or prejudice the rights of the Holders Certificateholders of any other of such the Certificates, or to obtain or seek to obtain priority over or preference to any other such HolderCertificateholder, 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 SectionSection 13.03, each and every Certificateholder 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 EstateFund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or take any action or proceeding in any court for a partition or winding winding-up of the Trust EstateFund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Except as otherwise expressly provided herein, no Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote or in any manner otherwise control the operation and management of the Trust EstateFund, 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. In addition, unless specifically provided herein, for the purposes of voting as to any matters arising hereunder or obtaining any consent, waiver or approval hereunder and the Class R Certificates shall not be permitted to vote, and the Percentage Interests thereof shall not be considered to be outstanding. No Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right by virtue of or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates evidencing of any Class affected thereby evidencing, as to such Class, Percentage Interests aggregating not less than 25% of the Voting Interest represented by all Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable security or indemnity as it may require against the costcosts, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of security or 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 of the same Class and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue of or by availing of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such CertificatesCertificates of the same Class, 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 benefit of all CertificateholdersCertificateholders of the same Class. For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.