Common use of Limitation on Suits by Holders Clause in Contracts

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No (a) With respect to any PC Pool, except as provided in Section 5.02, no Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon otherwise or under seek any other remedy whatsoever against ▇▇▇▇▇▇▇ Mac or the Trustee with respect to this IndentureAgreement or the related PCs or Mortgages, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (i) Such Holder previously shall have has given to the Trustee written notice of an Event of Default with respect to Debt Securities and the continuance thereof; (ii) The Holders of that same series and PCs representing a majority of the continuance thereof and unless the Holders remaining principal balance of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall any affected PC Pool have made a written request upon to the Trustee to institute such an action or proceedings in respect of such Event of Default proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein incurred; (iii) The Trustee has failed to institute any such action or thereby, and the Trustee, proceeding for 60 days after its receipt of such the written notice, request and offer of indemnity or security shall have failed to institute described above; and (iv) The Trustee has not received from such Holders any such action or proceedings and no direction inconsistent with such the written request shall have been given to described above during the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the 60-day period. (b) No Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of under this Indenture Agreement to affect, disturb or prejudice the rights of any Holdersother Holder, or to obtain or seek to obtain preference or priority over or preference to any other such Holder, Holder or to enforce any right under this IndentureAgreement, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. Holders of PCs representing interests in any affected PC Pool. (c) For the protection and enforcement of the provisions of this Section 6.04Section, ▇▇▇▇▇▇▇ Mac, the Trustee and each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenturethe foregoing, however, the no Holder’s right of any Holder of any Debt Security to receive payment (or to institute suit to enforce payment) of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, as provided herein on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement date of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such the Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder ▇▇▇▇▇▇ previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series or any coupons appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (1) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt the Securities of that same series and of the continuance thereof and unless series; (2) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (3) such Holder or Holders have offered to the Trustee such reasonable security or indemnity satisfactory to the Trustee against any loss, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in pursuing the Trustee, remedy; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity or security shall have has failed to institute any such action or proceedings and no proceedings; and (5) during such 60 day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series or any coupons appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (1) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt the Securities of that same series and of the continuance thereof and unless series; (2) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (3) such Holder or Holders have offered to the Trustee such reasonable indemnity satisfactory to the Trustee against any loss, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in pursuing the Trustee, remedy; (4) the Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings and no proceedings; and (5) during such 60 day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series or any coupons appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (1) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt the Securities of that same series and of the continuance thereof and unless such series; (2) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (3) such Holder or Holders have offered to the Trustee such reasonable indemnity satisfactory to the Trustee against any loss, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in pursuing the Trustee, remedy; (4) the Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings and no proceedings; and (5) during such 60 day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred Incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, Security on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected effected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series or any coupons appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (1) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt the Securities of that same series and of the continuance thereof and unless series; (2) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (3) such Holder or Holders have offered to the Trustee such reasonable indemnity satisfactory to the Trustee against any loss, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in pursuing the Trustee, remedy; (4) the Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings and no proceedings; and (5) during such 60 day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders shall have any right in any manner whatever by virtue of, or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series or any interest coupons appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (a) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt the Securities of that same series and of the continuance thereof and unless series; (b) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (c) such Holder or Holders have offered to the Trustee such reasonable indemnity satisfactory to the Trustee against any loss, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in pursuing the Trustee, remedy; (d) the Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings and no proceedings; and (e) during such 60-day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders of Securities of a series shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (1) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt the Securities of that same series and of the continuance thereof and unless series; (2) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (3) such Holder or Holders have offered to the Trustee such reasonable indemnity satisfactory to the Trustee against any loss, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in pursuing the Trustee, remedy; (4) the Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings and no proceedings; and (5) during such 60-day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series has not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No In compliance with Section 316(b) of the TIA, no Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (a) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless Securities; (b) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (c) such Holder or Holders have offered to the Trustee such reasonable indemnity satisfactory to the Trustee against any loss, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in pursuing the Trustee, remedy; (d) the Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings and no proceedings; and (e) during such 60 day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security satisfactory to the Trustee as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security satisfactory to the Trustee shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No (a) With respect to any PC Pool, except as provided in Section 5.02, no Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon otherwise or under seek any other remedy whatsoever against Freddie Mac or the Trustee with respect to this IndentureAgreement or the related PCs or Mortgages, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (i) Such Holder previously shall have has given to the Trustee written notice of an Event of Default with respect to Debt Securities and the continuance thereof; (ii) The Holders of that same series and PCs representing a majority of the continuance thereof and unless the Holders remaining principal balance of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall any affected PC Pool have made a written request upon to the Trustee to institute such an action or proceedings in respect of such Event of Default proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein incurred; (iii) The Trustee has failed to institute any such action or thereby, and the Trustee, proceeding for 60 days after its receipt of such the written notice, request and offer of indemnity or security shall have failed to institute described above; and (iv) The Trustee has not received from such Holders any such action or proceedings and no direction inconsistent with such the written request shall have been given to described above during the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the 60-day period. (b) No Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of under this Indenture Agreement to affect, disturb or prejudice the rights of any Holdersother Holder, or to obtain or seek to obtain preference or priority over or preference to any other such Holder, Holder or to enforce any right under this IndentureAgreement, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. Holders of PCs representing interests in any affected PC Pool. (c) For the protection and enforcement of the provisions of this Section 6.04Section, Freddie Mac, the Trustee and each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenturethe foregoing, however, the no Holder’s right of any Holder of any Debt Security to receive payment (or to institute suit to enforce payment) of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, as provided herein on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement date of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such the Holder.

Limitation on Suits by Holders. No With respect to each Series, except as provided in Section 6.02, no Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or upon, under or with respect to this IndentureAgreement, the REMIC Certificates, the MACR Certificates or the related Assets, or for the appointment of a receiver or trustee, or for any other remedy hereunderwhatsoever, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof thereof, as hereinbefore provided, and unless also the Holders of REMIC Certificates or MACR Certificates representing not less than 25% in aggregate 50 percent of the then outstanding principal amount of the Outstanding Debt Securities of that series any affected Class shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require request against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, Trustee for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings proceeding, and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being during such 60-day period by the Holders of REMIC Certificates or MACR Certificates representing not less than 50 percent of the then outstanding principal amount of any affected Class. It is understood and intended, and being expressly covenanted by the each Holder of every Debt Security a REMIC Certificate or MACR Certificate in any affected REMIC Pool or MACR Pool with every other Holder in such REMIC Pool or MACR Pool and with the Trustee, that no one or more Holders shall have any right in any manner whatever whatsoever by virtue of or by availing themselves of any provision of this Indenture Agreement to affect, disturb or prejudice the rights of any Holdersother Holder, or to obtain or seek to obtain preference or priority over or preference to any other such Holder, Holder except as expressly provided herein or to enforce any right under this IndentureAgreement, except in the manner herein provided and for the equal, ratable and common benefit of all such HoldersHolders in any affected Class. For the protection and enforcement of the provisions of this Section 6.046.03, each and every Holder ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Mac and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding the foregoing or any other provision in of this Indenture, howeverAgreement, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) or interest on, such Debt Securityas herein provided, on or after the respective due dates expressed in date of such Debt Securitypayment, and or to institute suit for the enforcement of any such payment on or after such respective datesdate, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (1) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt the Securities of that same series and of the continuance thereof and unless series; (2) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (3) such Holder or Holders have offered to the Trustee such reasonable indemnity satisfactory to the Trustee against any loss, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in pursuing the Trustee, remedy; (4) the Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings and no proceedings; and (5) during such 60 day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security or Coupon of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred Incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security or Coupon with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security or Coupon to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt SecuritySecurity or Coupon, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security or Coupon of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, the Guarantees, the Debt Securities of any series or any Coupons appertaining thereto, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred Incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security or Coupon with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security or Coupon to receive payment of the principal of, and premium, if any, and (subject to Section 2.122.15) interest on, such Debt SecuritySecurity or Coupon, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder ▇▇▇▇▇▇ previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable security or indemnity or security as it may require against the costs, expenses and liabilities to be incurred Incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of security or indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders, or to obtain or seek to obtain priority over or preference to any other such HolderHolders, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, Security on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series or any interest coupons appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (1) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt the Securities of that same series and of the continuance thereof and unless series; (2) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (3) such Holder or Holders have offered to the Trustee such reasonable indemnity satisfactory to the Trustee against any loss, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in pursuing the Trustee, remedy; (4) the Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings and no proceedings; and (5) during such 60-day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder H▇▇▇▇▇ previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No (a) With respect to any PC Pool, except as provided in Section 5.02, no Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon otherwise or under seek any other remedy whatsoever against F▇▇▇▇▇▇ Mac or the Trustee with respect to this IndentureAgreement or the related PCs or Mortgages, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (i) Such Holder previously shall have has given to the Trustee written notice of an Event of Default with respect to Debt Securities and the continuance thereof; (ii) The Holders of that same series and PCs representing a majority of the continuance thereof and unless the Holders remaining principal balance of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall any affected PC Pool have made a written request upon to the Trustee to institute such an action or proceedings in respect of such Event of Default proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein incurred; (iii) The Trustee has failed to institute any such action or thereby, and the Trustee, proceeding for 60 days after its receipt of such the written notice, request and offer of indemnity or security shall have failed to institute described above; and (iv) The Trustee has not received from such Holders any such action or proceedings and no direction inconsistent with such the written request shall have been given to described above during the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the 60-day period. (b) No Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of under this Indenture Agreement to affect, disturb or prejudice the rights of any Holdersother Holder, or to obtain or seek to obtain preference or priority over or preference to any other such Holder, Holder or to enforce any right under this IndentureAgreement, except in the manner herein provided and for the equal, ratable and common benefit of all such HoldersHolders of PCs representing interests in any affected PC Pool. 17 (c) For the protection and enforcement of the provisions of this Section 6.04Section, F▇▇▇▇▇▇ Mac, the Trustee and each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenturethe foregoing, however, the no Holder’s right of any Holder of any Debt Security to receive payment (or to institute suit to enforce payment) of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, as provided herein on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement date of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such the Holder.

Limitation on Suits by Holders. No Holder of any Debt Security or Coupon of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require satisfactory to the Trustee against the costs, expenses and liabilities to be incurred Incurred therein or thereby, and the Trustee, for 60 90 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security or Coupon with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any use by a Holder affects, disturbs or prejudices the rights of any other Holders or obtains or seeks to obtain priority or preference over such other Holders). For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.”

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this the Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this the Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this the Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this the Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this the Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, Security on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected effected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series or any coupons appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (1) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt the Securities of that same series and of the continuance thereof and unless series; (2) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (3) such Holder or Holders have offered to the Trustee such reasonable indemnity satisfactory to the Trustee against any loss, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in pursuing the Trustee, remedy; (4) the Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings and no proceedings; and (5) during such 60 day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to request. Except as otherwise provided as contemplated by Section 6.06; it being understood and intended3.1, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security or Coupon of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security or Coupon with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security or Coupon to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt SecuritySecurity or Coupon, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security or Coupon of any series shall have any right by virtue or by availing of any provision of this Indenture to 47 56 institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred Incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security or Coupon with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security or Coupon to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt SecuritySecurity or Coupon, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No With respect to each Series, except as provided in Section 6.02, no Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or upon, under or with respect to this IndentureAgreement, the REMIC Certificates, the MACR Certificates or the related Assets, or for the appointment of a receiver or trustee, or for any other remedy hereunderwhatsoever, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof thereof, as hereinbefore provided, and unless also the Holders of REMIC Certificates or MACR Certificates representing not less than 25% in aggregate 50 percent of the then outstanding principal amount of the Outstanding Debt Securities of that series any affected Class shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require request against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, Trustee for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings proceeding, and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being during such 60-day period by the Holders of REMIC Certificates or MACR Certificates representing not less than 50 percent of the then outstanding principal amount of any affected Class. It is understood and intended, and being expressly covenanted by the each Holder of every Debt Security a REMIC Certificate or MACR Certificate in any affected REMIC Pool or MACR Pool with every other Holder in such REMIC Pool or MACR Pool and with the Trustee, that no one or more Holders shall have any right in any manner whatever whatsoever by virtue of or by availing themselves of any provision of this Indenture Agreement to affect, disturb or prejudice the rights of any Holdersother Holder, or to obtain or seek to obtain preference or priority over or preference to any other such Holder, Holder except as expressly provided herein or to enforce any right under this IndentureAgreement, except in the manner herein provided and for the equal, ratable and common benefit of all such HoldersHolders in any affected Class. For the protection and enforcement of the provisions of this Section 6.046.03, each and every Holder ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding the foregoing or any other provision in of this Indenture, howeverAgreement, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) or interest on, such Debt Securityas herein provided, on or after the respective due dates expressed in date of such Debt Securitypayment, and or to institute suit for the enforcement of any such payment on or after such respective datesdate, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.122.17) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series or any related coupons shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (1) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt the Securities of that same series and of the continuance thereof and unless series; (2) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (3) such Holder or Holders have offered to the Trustee such reasonable indemnity satisfactory to the Trustee against any loss, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in pursuing the Trustee, remedy; (4) the Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings and no proceedings; and (5) during such 60-day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series or any related coupons shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (1) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt the Securities of that same series and of the continuance thereof and unless series; (2) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (3) such Holder or Holders have offered to the Trustee such reasonable indemnity satisfactory to the Trustee against any loss, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in pursuing the Trustee, remedy; (4) the Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings and no proceedings; and (5) during such 60-day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.045.9, each and every Holder of Securities or any coupons of any series and the Trustee for such series shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security satisfactory to the Trustee in its sole discretion as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security or Coupon of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred Incurred therein or thereby, and the Trustee, for 60 90 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security or Coupon with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security or Coupon to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt SecuritySecurity or Coupon, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series Note shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trusteeCustodian, or for any other remedy hereunder, unless such unless: (1) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless Notes; (2) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall Notes have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (3) such Holder or Holders have offered to the Trustee such reasonable indemnity and security against any loss, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in complying with such request; (4) the Trustee, Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings and no proceedings; and (5) during such 60-day period, the Holders of a majority in aggregate principal amount of the Outstanding Notes have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, disturb or prejudice prejudice, the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series the Securities shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless unless: (1) such Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless Securities; (2) the Holders of not less than at least 25% in aggregate principal amount Principal Amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (3) such Holder or Holders have offered to the Trustee such reasonable indemnity satisfactory to the Trustee against any loss, cost, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in pursuing the Trustee, remedy; (4) the Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings and no proceedings; and (5) during such 60-day period, the Holders of a majority in aggregate Principal Amount of the Securities have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.046.09, each and every Holder of the Securities and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series or any coupons appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (1) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt the Securities of that same series and of the continuance thereof and unless series; (2) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (3) such Holder or Holders have offered to the Trustee such reasonable indemnity satisfactory to the Trustee against any loss, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in pursuing the Trustee, remedy; (4) the Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings proceedings; and no (5) during such 60 day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders shall have any right in any manner whatever by virtue of, or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security or Coupon of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, the Debt Securities of any series or any Coupons appertaining thereto, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred Incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security or Coupon with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security or Coupon to receive payment of the principal of, and premium, if any, and (subject to Section 2.122.14) interest on, such Debt SecuritySecurity or Coupon, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt ------------------------------ Security or Coupon of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security or Coupon with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security or Coupon to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt SecuritySecurity or Coupon, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action action, suit or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a liquidator, receiver or trustee, or for a receiving order under the Bankruptcy and Insolvency Act (Canada), or to have the Company wound up or to file or prove a claim in any liquidation or bankruptcy proceeding or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee Trustees written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee Trustees to institute such action or proceedings in respect of such Event of Default in its own name as Trustee Trustees hereunder and shall have offered to the Trustee Trustees such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred Incurred therein or thereby, and the TrusteeTrustees, for 60 90 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee Trustees pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the TrusteeTrustees, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee Trustees shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12Sections 2.12 and 2.17) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.066.6; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.046.4, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder ▇▇▇▇▇▇ previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may reasonably require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such use by a Holder affects, disturbs or prejudices the rights of, or obtains priority over or preference to, any other such Holder), or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of ------------------------------ any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (1) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt the Securities of that same series and of the continuance thereof and unless series; (2) the Holders of not less than 25at least 33% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (3) such Holder or Holders have offered to the Trustee such reasonable indemnity satisfactory to the Trustee against any loss, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in pursuing the Trustee, remedy; (4) the Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings and no proceedings; and (5) during such 60-day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series has not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders of the Securities of any series shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (a) such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless thereof, (b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security reasonably satisfactory to it as it may require against the costs, expenses and liabilities to be incurred Incurred therein or thereby, and (c) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, Security on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected effected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (a) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless Securities; (b) the Holders of not less than 25at least 30% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (c) such Holder or Holders have offered to the Trustee such reasonable indemnity satisfactory to the Trustee against any loss, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in pursuing the Trustee, remedy; (d) the Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings and no proceedings; and (e) during such 60 day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder ▇▇▇▇▇▇ previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred Incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, Security on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected effected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series Note shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trusteeCustodian, or for any other remedy hereunder, unless such unless: the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless Note; the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall Notes have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; such Holder or Holders have offered to the Trustee such reasonable indemnity and security against any loss, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in complying with such request; the Trustee, Trustee for 60 sixty (60) days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings proceedings; and no during such 60-day period, the Holders of a majority in aggregate principal amount of the Outstanding Notes of that series have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, disturb or prejudice prejudice, the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series Notes shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series Notes shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as is satisfactory to it may require against the costs (including court costs), expenses expenses, and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request request, and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security Note with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb disturb, or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable ratable, and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security the Notes to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Securitythe Notes, on or after the respective due dates expressed in such Debt Securitythe Notes, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series or any coupons appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (1) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt the Securities of that same series and of the continuance thereof and unless series; (2) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (3) such Holder or Holders have offered to the Trustee such reasonable indemnity reasonably satisfactory to the Trustee against any loss, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in pursuing the Trustee, remedy; (4) the Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings and no proceedings; and (5) during such 60-day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders shall have any right in any manner whatever by virtue of, or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series Bond shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, trustee or for any other remedy hereunder, unless unless (1) such Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless Default; (2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series Bonds shall have made written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and hereunder; (3) such Holder or Holders shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and in compliance with such request; (4) the Trustee, Trustee for 60 days after its receipt of such notice, request and offer of indemnity or security shall have has failed to institute any such action or proceedings and proceeding; (5) no direction inconsistent with such written request shall have been given to the Trustee pursuant during such 60-day period by the Holders of a majority in principal amount of the Outstanding Bonds; and (6) if the Letter of Credit is in effect and an Event of Default does not exist under Section 12.01(5), (6), or (7), the Credit Obligor shall have given its written consent to Section 6.06such direction or request; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, intended that no one or more Holders of Bonds shall have any right in any manner whatever by virtue virtue, or by availing of of, any provision of this Indenture to affect, disturb or prejudice the lien of this Indenture or the rights of any Holdersother Holders of bonds, or to obtain or to seek to obtain priority over or preference to over any other such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such HolderOutstanding Bonds.

Limitation on Suits by Holders. No Holder of any Debt Security of any series or any interest coupons appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (a) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt the Securities of that same series and of the continuance thereof and unless series; (b) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (c) such Holder or Holders have offered to the Trustee such reasonable indemnity satisfactory to the Trustee against any loss, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in pursuing the Trustee, remedy; (d) the Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings and no proceedings; and (e) during such 60-day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders of Securities of a series shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, -52- 61 disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, 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 or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series Note shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trusteeCustodian, or for any other remedy hereunder, unless such unless: (1) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless Notes; (2) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall Notes have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (3) such Holder or Holders have offered to the Trustee indemnity and security satisfactory to the Trustee against any loss, liability or expense to be, or which may be, incurred by the Trustee in complying with such reasonable indemnity or security as it may require against request; (4) the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings and no proceedings; and (5) during such 60-day period, the Holders of a majority in aggregate principal amount of the Outstanding Notes have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, disturb or prejudice prejudice, the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No With respect to each issue of Pass-Through Certificates or Series, except as provided in Section 5.02, no Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or upon, under or with respect to this IndentureAgreement, the Pass-Through Certificates or the Assets, or for the appointment of a receiver or trustee, or for any other remedy hereunderwhatsoever, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof thereof, as hereinbefore provided, and unless also the Holders of Pass-Through Certificates representing not less than 25% in aggregate 50 percent of the then outstanding principal amount or notional principal amount of the Outstanding Debt Securities any affected Class of that series Pass-Through Certificates shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require request against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, Trustee for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings proceeding, and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being during such 60-day period by the Holders representing not less than 50 percent of the then outstanding principal amount or notional principal amount of any affected Class of Pass- Through Certificates. It is understood and intended, and being expressly covenanted by the each Holder of every Debt Security a Pass- Through Certificate representing an interest in any affected Pass-Through Pool with every other Holder of an interest in such Pass-Through Pool and with the Trustee, that no one or more Holders shall have any right in any manner whatever whatsoever by virtue of or by availing themselves of any provision provisions of this Indenture Agreement to affect, disturb or prejudice the rights of any Holdersother Holder, or to obtain or seek to obtain preference or priority over or preference to any other such Holder, Holder except as expressly provided herein or to enforce any right under this IndentureAgreement, except in the manner herein provided and for the equal, ratable and common benefit of all such HoldersHolders in any affected Class. For the protection and enforcement of the provisions of this Section 6.045.03, each and every Holder ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Mac and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding the foregoing or any other provision in of this Indenture, howeverAgreement, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) or interest on, such Debt Securityas herein provided, on or after the respective due dates expressed in date of such Debt Securitypayment, and or to institute suit for the enforcement of any such payment on or after such respective datesdate, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of ------------------------------ any series or any coupons appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (1) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt the Securities of that same series and of the continuance thereof and unless series; (2) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (3) such Holder or Holders have offered to the Trustee such reasonable indemnity satisfactory to the Trustee against any loss, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in pursuing the Trustee, remedy; (4) the Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings and no proceedings; and (5) during such 60 day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder ▇▇▇▇▇▇ previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred Incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders, or to obtain or seek to obtain priority over or preference to any other such HolderHolders, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, Security on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder H▇▇▇▇▇ previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security satisfactory to the Trustee as it may require against the any losses, costs, expenses damages, claims, fees, 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 or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or not any such direction is unduly prejudicial to any such other Holder), or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision (a) Subject to the other provisions of this Indenture Article 8, a Holder shall not have the right to institute any suit, action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or otherwise for the appointment of a receiver or trustee, receiver, liquidator, custodian or other similar official or for the enforcement of any other remedy hereunderunder or upon this Indenture, unless all of the following have occurred: (i) such Holder previously shall have previously given written notice to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the a continuing Enforcement Event; (ii) Majority Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee in writing to institute such suit, action or proceedings in respect of such Event of Default proceeding in its own name as Trustee hereunder and shall have offered Trustee; (iii) such Holder or Holders offer to the Trustee reasonable security and indemnity satisfactory to the Trustee in its sole discretion against any loss, liability, or expense; (iv) the Trustee shall have refused or neglected to institute any such reasonable indemnity suit, action or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, proceeding for 60 90 days after its receipt of such notice, request and (which includes said offer of indemnity or security shall have failed indemnity) to institute any such action or proceedings and the Trustee; and (v) no direction inconsistent with such written request shall have has been given to the Trustee pursuant to Section 6.06; it being by the Holders of at least 25% in principal amount of the outstanding Notes. (b) It is understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, intended that no one or more of the Holders shall not have any right in any manner whatever by virtue whatsoever hereunder or by availing of any provision of this Indenture to affect, disturb or prejudice under the rights of any Holders, or Notes to obtain or seek to obtain priority over or preference to over any other such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all of the Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder).

Limitation on Suits by Holders. No Holder of any Outstanding Parity Debt Security of any series shall have has any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this IndentureAgreement, or or, to the extent permitted by law, for the appointment of a receiver or trustee, or for any other remedy hereunder, hereunder unless all of the following conditions are satisfied: (a) such Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless Default; (b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Parity Debt Securities of that series shall have made written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in is its own name as Trustee hereunder and shall hereunder; (c) such Holder or Holders have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and in compliance with such request; (d) the Trustee, Trustee for 60 days after its receipt of such notice, request and offer of indemnity or security shall have has failed to institute any such action or proceedings and proceeding; and (e) no direction inconsistent with such written request shall have has been given to the Trustee pursuant to Section 6.06; it during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Parity Debt. It being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, intended that no one or more Holders of Outstanding Parity Debt shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture Agreement to affect, disturb or prejudice the rights of any Holdersother such Holders of Outstanding Parity Debt, or to obtain or to seek to obtain priority over or preference to over any other such Holder, Holders or to enforce any right under this IndentureAgreement, except in the manner herein provided and for the equal, equal and ratable and common benefit of all such Holders. For the protection and enforcement Holders of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equityOutstanding Parity Debt. Notwithstanding any other provision provisions in this IndentureAgreement, howeverincluding Section 6.11, the right of any Holder a holder of any Parity Debt Security to receive payment of the principal of, of and premium, if any, and (subject to Section 2.12) interest on, on such Debt SecurityParity Debt, on or after the respective due dates expressed in is such Debt SecurityParity Debt, and or to institute suit for 69 75 the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holderholder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security reasonably satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders). For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (1) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt the Securities of that same series and of the continuance thereof and unless series; (2) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (3) such Holder or Holders have offered to the Trustee such reasonable indemnity satisfactory to the Trustee against any loss, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in pursuing the Trustee, remedy; (4) the Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings and no proceedings; and (5) during such 60-day period, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders shall have any right in any manner whatever by virtue of, or by availing of any provision of this Indenture Indenture, to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No With respect to each issue of Pass-Through Certificates or Series, except as provided in Section 5.02, no Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or upon, under or with respect to this IndentureAgreement, the Pass-Through Certificates or the Assets, or for the appointment of a receiver or trustee, or for any other remedy hereunderwhatsoever, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof thereof, as hereinbefore provided, and unless also the Holders of Pass-Through Certificates representing not less than 25% in aggregate 50 percent of the then outstanding principal amount or notional principal amount of the Outstanding Debt Securities any affected Class of that series Pass-Through Certificates shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require request against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, Trustee for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings proceeding, and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being during such 60-day period by the Holders representing not less than 50 percent of the then outstanding principal amount or notional principal amount of any affected Class of Pass-Through Certificates. It is understood and intended, and being expressly covenanted by the each Holder of every Debt Security a Pass-Through Certificate representing an interest in any affected Pass-Through Pool with every other Holder of an interest in such Pass-Through Pool and with the Trustee, that no one or more Holders shall have any right in any manner whatever whatsoever by virtue of or by availing themselves of any provision provisions of this Indenture Agreement to affect, disturb or prejudice the rights of any Holdersother Holder, or to obtain or seek to obtain preference or priority over or preference to any other such Holder, Holder except as expressly provided herein or to enforce any right under this IndentureAgreement, except in the manner herein provided and for the equal, ratable and common benefit of all such HoldersHolders in any affected Class. For the protection and enforcement of the provisions of this Section 6.045.03, each and every Holder ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Mac and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding the foregoing or any other provision in of this Indenture, howeverAgreement, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) or interest on, such Debt Securityas herein provided, on or after the respective due dates expressed in date of such Debt Securitypayment, and or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.for

Limitation on Suits by Holders. No Except as provided in Section 6.02, no Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or upon, under or with respect to this IndentureAgreement, the REMIC Certificates, the MACR Certificates or the related Assets, or for the appointment of a receiver or trustee, or for any other remedy hereunderwhatsoever, unless such Holder previously shall have given to the Trustee ▇▇▇▇▇▇▇ Mac written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof thereof, as hereinbefore provided, and unless also the Holders of REMIC Certificates or MACR Certificates representing not less than 25% in aggregate 50 percent of the then outstanding principal amount of the Outstanding Debt Securities of that series any affected Class shall have made written request upon the Trustee ▇▇▇▇▇▇▇ Mac to institute such action or proceedings in respect of such Event of Default proceeding in its own name as Trustee hereunder and shall have offered to the Trustee ▇▇▇▇▇▇▇ Mac such reasonable indemnity or security as it may require request against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, ▇▇▇▇▇▇▇ Mac for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings proceeding, and no direction inconsistent with such written request shall have been given to ▇▇▇▇▇▇▇ Mac during such 60-day period by the Trustee pursuant to Section 6.06; it being Holders of REMIC Certificates or MACR Certificates representing not less than 50 percent of the then outstanding principal amount of any affected Class. It is understood and intended, and being expressly covenanted by the each Holder of every Debt Security a REMIC Certificate or MACR Certificate in any affected REMIC Pool or MACR Pool with every other Holder in such REMIC Pool or MACR Pool and the Trusteewith ▇▇▇▇▇▇▇ Mac, that no one or more Holders shall have any right in any manner whatever whatsoever by virtue of or by availing themselves of any provision of this Indenture Agreement to affect, disturb or prejudice the rights of any Holdersother Holder, or to obtain or seek to obtain preference or priority over or preference to any other such Holder, Holder except as expressly provided herein or to enforce any right under this IndentureAgreement, except in the manner herein provided and for the equal, ratable and common benefit of all such HoldersHolders in any affected Class. For the protection and enforcement of the provisions of this Section 6.046.03, each and every Holder and the Trustee ▇▇▇▇▇▇▇ Mac shall be entitled to such relief as can be given either at law or in equity. Notwithstanding the foregoing or any other provision in of this Indenture, howeverAgreement, the right of any Holder of any Debt Security to receive a payment of the principal of, and premium, if any, and (subject to Section 2.12) or interest on, such Debt Securityas herein provided, on or after the respective due dates expressed in date of such Debt Securitypayment, and or to institute suit for the enforcement of any such payment on or after such respective datesdate, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding proceedings at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% twenty-five percent in aggregate principal amount at Stated Maturity of the Outstanding Debt then outstanding Securities of that such series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costscost, 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 or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the taker and Holder of every Debt any Security of any series with every other such taker and Holder and the Trustee, that no one or more Holders of such Securities shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the Holders of any Holders, other such Securities or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of such HoldersSecurities. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding the foregoing paragraph or any other provision in this Indenture, however, the any right of any Holder of any Debt Security to receive payment of the principal of, of (and premium, if any, ) and (subject to Section 2.12) interest on, such Debt Security, on any Security on or after the respective due dates expressed in such Debt SecuritySecurity (including any date fixed for redemption pursuant hereto, and including any Sinking Fund payment date) or to institute suit for the enforcement of any such payment on or after such respective dates, dates shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No With respect to each Mirror Certificate, except as provided in Section 5.02, no Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or upon, under or with respect to this IndentureAgreement, such Mirror Certificate or the related Eligible Security, or for the appointment of a receiver or trustee, or for any other remedy hereunderwhatsoever, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof thereof, as hereinbefore provided, and unless also the Holders of such Mirror Certificate representing not less than 25% in aggregate 50 percent of the then outstanding principal amount of the Outstanding Debt Securities of that series such affected Mirror Certificate shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require request against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, Trustee for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings proceeding, and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being during such 60-day period by the Holders representing not less than 50 percent of the then outstanding principal amount of such affected Mirror Certificate. It is understood and intended, and being expressly covenanted by the each Holder of every Debt Security a Mirror Certificate representing an interest in any affected Mirror Pass-Through Pool with every other Holder of such Mirror Certificate and with the Trustee, that no one or more Holders shall have any right in any manner whatever whatsoever by virtue of or by availing themselves of any provision provisions of this Indenture Agreement to affect, disturb or prejudice the rights of any Holdersother Holder, or to obtain or seek to obtain preference or priority over or preference to any other such Holder, Holder except as expressly provided herein or to enforce any right under this IndentureAgreement, except in the manner herein provided and for the equal, ratable and common benefit of all such HoldersHolders in any affected Mirror Certificate. For the protection and enforcement of the provisions of this Section 6.045.03, each and every Holder ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Mac and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding the foregoing or any other provision in of this Indenture, howeverAgreement, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) or interest on, such Debt Securityas herein provided, on or after the respective due dates expressed in date of such Debt Securitypayment, and or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.for

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series Securities shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this First Supplemental Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless unless (a) such Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt Securities of that same series and of Default; (b) the continuance thereof and unless the Required Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (c) such Holder or Holders have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities (including fees and expenses of its agents and counsel) to be incurred therein or thereby, and in compliance with such request; (d) the Trustee, Trustee for 60 days after its receipt of such notice, request and offer of indemnity or security shall have has failed to institute any such action or proceedings and proceeding; and (e) no direction inconsistent with such written request shall have has been given to the Trustee pursuant to Section 6.06during such 60-day period by the Holders of a majority or more in principal amount of the Outstanding Securities; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this First Supplemental Indenture to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority over or preference to over any other such Holder, Holders or to enforce any right under this First Supplemental Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all such the Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security Note of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trusteeCustodian, or for any other remedy hereunder, unless such unless: (1) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt Securities the Notes of that same series and of the continuance thereof and unless series; (2) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities Notes of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (3) such Holder or Holders have offered to the Trustee indemnity and security satisfactory to the Trustee against any loss, liability or expense to be, or which may be, incurred by the Trustee in complying with such reasonable indemnity or security as it may require against request; (4) the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings and no proceedings; and (5) during such 60-day period, the Holders of a majority in aggregate principal amount of the Outstanding Notes of that series have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, disturb or prejudice prejudice, the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture Guarantee Agreement to institute any suit, action or proceeding at law or in equity or in bankruptcy or otherwise, at law upon or under or with respect to this Indenture, Guarantee Agreement or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Guarantee Trustee written notice of an a continuing Guarantee Event of Default with respect to Debt Securities of that same series and of the continuance thereof Default, as hereinbefore provided, and unless also the Holders of not less than 25% in aggregate principal amount Liquidation Amount of the Outstanding Debt Preferred Securities of that series shall have made written request upon the Guarantee Trustee to institute such action action, suit or proceedings in respect of such Event of Default proceeding in its own name as Guarantee Trustee hereunder and shall have offered to the Guarantee Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein or therebythereby (including the reasonable fees of counsel for the Guarantee Trustee), and the Guarantee Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security indemnity, shall have failed neglected or refused to institute any such action action, suit or proceedings proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to this Section 6.062.9; it being understood and intended, and being expressly covenanted by the taker and every Holder of every Debt Security with every other taker and Holder and the Guarantee Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture Guarantee Agreement to affect, disturb or prejudice the rights of any other Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this IndentureGuarantee Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.042.9, each and every Holder and the Guarantee Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision provisions in this Indenture, howeverGuarantee Agreement, the right of any Holder of any Debt Security to receive payment of the principal ofGuaranteed Payments when due, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred Incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to 37 any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No (a) Except as provided in Section 5.02, no Holder of any Debt Security of any series shall will have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon otherwise or under or seek any other remedy whatsoever with respect to this IndentureAgreement, the PCs or for the appointment of a receiver or trusteeMortgages, or for any other remedy hereunder, unless such unless: (i) Such Holder previously shall have has given to the Trustee ▇▇▇▇▇▇▇ Mac written notice of an Event of Default with respect to Debt Securities and the continuance thereof; (ii) The Holders of that same series and PCs representing a majority of the continuance thereof and unless the Holders remaining principal balance of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall any affected PC Pool have made a written request upon the Trustee to ▇▇▇▇▇▇▇ Mac to institute such an action or proceedings in respect of such Event of Default proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such ▇▇▇▇▇▇▇ Mac reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein incurred; (iii) ▇▇▇▇▇▇▇ Mac has failed to institute any such action or thereby, and the Trustee, proceeding for 60 days after its receipt of such the written notice, request and offer of indemnity or security shall have failed to institute described above; and (iv) ▇▇▇▇▇▇▇ Mac has not received from such Holders any such action or proceedings and no direction inconsistent with such the written request shall have been given to described above during the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the 60-day period. (b) No Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall will have any right in any manner whatever by virtue or by availing of any provision of under this Indenture Agreement to affect, disturb or prejudice the rights of any Holdersother Holder, or to obtain or seek to obtain preference or priority over or preference to any other such Holder, Holder or to enforce any right under this IndentureAgreement, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. Holders of PCs representing interests in any affected PC Pool. (c) For the protection and enforcement of the provisions of this Section 6.04Section, ▇▇▇▇▇▇▇ Mac and each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenturethe foregoing, however, the no Holder's right of any Holder of any Debt Security to receive payment (or to institute suit to enforce payment) of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, as provided herein on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement date of any such payment on or after such respective dates, shall not will be impaired or affected without the consent of such the Holder.

Limitation on Suits by Holders. No Holder of any ------------------------------ Debt Security of any series shall have any right by virtue or by availing of any provision of this the Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this the Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this the Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this the Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, howeverthe Indenture (but subject to Article XIII), the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, Security on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected effected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the 65 56 Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series (each such series voting as a separate class) shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed or provided for in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision (a) Subject to the other provisions of this Indenture Article 8, a Holder shall not have the right to institute any suit, action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or otherwise for the appointment of a receiver or trustee, or for the enforcement of any other remedy hereunderunder or upon this Indenture, unless unless:‌ (i) such Holder previously shall have previously given written notice to the Trustee written notice of an Event a continuing Enforcement Event; (ii) Holders representing the percentage of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of Outstanding Notes needed to initiate the Outstanding Debt Securities exercise of that series remedies shall have made written request upon requested the Trustee in writing to institute such suit, action or proceedings in respect of proceeding; (iii) such Event of Default in its own name as Trustee hereunder and shall have offered Holder or Holders offer to the Trustee reasonable security and indemnity satisfactory to the Trustee in its sole discretion against any loss, liability, or expense; (iv) the Trustee shall have refused or neglected to institute any such reasonable indemnity suit, action or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, proceeding for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and notice by the Trustee; and (v) no direction inconsistent with such written request shall have has been given to the Trustee pursuant to Section 6.06; it being during such 60 day period by the Holders of at least 25% in principal amount of the outstanding Notes. (b) It is understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, intended that no one or more of the Holders shall not have any right in any manner whatever by virtue whatsoever hereunder or by availing of any provision of this Indenture to affect, disturb or prejudice under the rights of any Holders, or Notes to obtain or seek to obtain priority over or preference to over any other such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all of the Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder).

Limitation on Suits by Holders. No Holder of any Debt Security or Coupon of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously Hol▇▇▇ ▇▇eviously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred Incurred therein or thereby, and the Trustee, for 60 90 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security or Coupon with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security or Coupon to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt SecuritySecurity or Coupon, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision (a) Subject to the other provisions of this Indenture Article 7, a Holder shall not have the right to institute any suit, action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to otherwise for the foreclosure of the Lien on this Indenture, or Indenture for the appointment of a receiver or trustee, or for the enforcement of any other remedy hereunderunder or upon this Indenture, unless unless: (i) such Holder previously shall have previously given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt Securities Default; (ii) Holders representing the percentage of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of Outstanding Bonds needed to initiate the Outstanding Debt Securities exercise of that series remedies shall have made written request upon requested the Trustee in writing to institute such suit, action or proceedings in respect of such Event of Default in its own name as proceeding: (iii) the Trustee hereunder and shall have offered to the Trustee such reasonable indemnity refused or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed neglected to institute any such suit, action or proceedings and proceeding for sixty (60) days after receipt of such notice by the Trustee; and (iv) no direction inconsistent with such written request shall have has been given to the Trustee pursuant to Section 6.06; it being during such sixty (60) day period by the Majority Holders. (b) It is understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, intended that no one or more of the Holders shall not have any right in any manner whatever by virtue whatsoever hereunder or by availing of any provision of this Indenture under the Bonds to (i) surrender, impair, waive, affect, disturb or prejudice the Lien of this Indenture on any property subject thereto or the rights of any other Holders, or to (ii) obtain or seek to obtain priority over or preference to over any other such Holder, Holders or to (iii) enforce any right under this Indenture, except in the manner herein provided and for the equal, equal ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such HolderHolders.

Limitation on Suits by Holders. No Holder of any Debt ------------------------------- Security or Coupon of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred Incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security or Coupon with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security or Coupon to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt SecuritySecurity or Coupon, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No With respect to each issue of Pass-Through Certificates or Series, except as provided in Section 5.02, no Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or upon, under or with respect to this IndentureAgreement, the Pass-Through Certificates or the Assets, or for the appointment of a receiver or trustee, or for any other remedy hereunderwhatsoever, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof thereof, as hereinbefore provided, and unless also the Holders of Pass-Through Certificates representing not less than 25% in aggregate 50 percent of the then outstanding principal amount or notional principal amount of the Outstanding Debt Securities any affected Class of that series Pass-Through Certificates shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require request against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, Trustee for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings proceeding, and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being during such 60-day period by the Holders representing not less than 50 percent of the then outstanding principal amount or notional principal amount of any affected Class of Pass-Through Certificates. It is understood and intended, and being expressly covenanted by the each Holder of every Debt Security a Pass- Through Certificate representing an interest in any affected Pass-Through Pool with every other Holder of an interest in such Pass-Through Pool and with the Trustee, that no one or more Holders shall have any right in any manner whatever whatsoever by virtue of or by availing themselves of any provision provisions of this Indenture Agreement to affect, disturb or prejudice the rights of any Holdersother Holder, or to obtain or seek to obtain preference or priority over or preference to any other such Holder, Holder except as expressly provided herein or to enforce any right under this IndentureAgreement, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security or Coupon of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security or Coupon with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security or Coupon to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt SecuritySecurity or Coupon, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series Note shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, trustee or for any other remedy hereunder, unless unless (1) such Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless Default; (2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series Notes shall have made written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and hereunder; (3) such Holder or Holders shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and in compliance with such request; (4) the Trustee, Trustee for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and proceeding; (5) no direction inconsistent with such written request shall have been given to the Trustee pursuant during such 60-day period by the Holders of 51% in principal amount of the Outstanding Notes; and (6) if the Letter of Credit is in effect and an Event of Default does not exist under Section 9.01(4), (5), or (6), the Credit Obligor shall have given its written consent to Section 6.06such direction or request; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, disturb or prejudice the lien of this Indenture or the rights of any Holdersother Holders of Notes, or to obtain or to seek to obtain priority over or preference to over any other such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such HolderOutstanding Notes.

Limitation on Suits by Holders. No Holder of any Debt Security of any series Note shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding proceedings at law or in equity or in bankruptcy or otherwise, otherwise upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an any Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless also the Holders of not less than 25% twenty-five percent in aggregate principal Principal amount of the Outstanding Debt Securities of that series Notes then outstanding shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as satisfactory to it may require against the costs, expenses and liabilities to be incurred therein or thereby, thereby and the Trustee, for 60 sixty days after its receipt of such notice, request and offer of indemnity or security indemnity, shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.066.6; it being understood and intended, intended and being expressly covenanted by the taker and Holder of every Debt Security Note with every other taker and Holder and the Trustee, Trustee that no one or more Holders of Notes shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holdersother Holder of Notes, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such HoldersHolders of Notes of the applicable series. For the protection and enforcement of the provisions of this Section 6.046.4, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security Note to receive payment of the principal of, Principal of and premium, if any, and (subject to Section 2.12) interest on, on such Debt SecurityNote, on or after the respective due dates expressed in such Debt SecurityNote, and or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in Senior Indenture 37 aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costsloss, 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 or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, Security on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (a) such Holder previously shall have given to the Trustee written notice of an Event ▇▇▇▇▇ of Default with respect to Debt Securities of that same series and of the continuance thereof and unless thereof, (b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security reasonably satisfactory to it as it may require against the costs, expenses and liabilities to be incurred Incurred therein or thereby, and (c) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and (d) no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (and, subject to Section 2.12) , interest on, such Debt Security, Security on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected effected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or proceeding at law or in equity or in bankruptcy or otherwise, at law upon or under or with respect to this Indenture, Guarantee Agreement or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Guarantee Trustee written notice of an a continuing Guarantee Event of Default with respect to Debt Securities of that same series and of the continuance thereof Default, as hereinbefore provided, and unless also the Holders of not less than 25% in aggregate principal amount Liquidation Amount of the Outstanding Debt Securities of that series shall have made written request upon the Guarantee Trustee to institute such action action, suit or proceedings in respect of such Event of Default proceeding in its own name as Guarantee Trustee hereunder and shall have offered to the Guarantee Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein or therebythereby (including the reasonable fees of counsel for the Guarantee Trustee), and the Guarantee Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security indemnity, shall have failed neglected or refused to institute any such action action, suit or proceedings proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to this Section 6.062.9; it being understood and intended, and being expressly covenanted by the taker and every Holder of every Debt Security with every other taker and Holder and the Guarantee Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture Guarantee Agreement to affect, disturb or prejudice the rights of the any other Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this IndentureGuarantee Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.042.9, each and every Holder and the Guarantee Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision provisions in this Indenture, howeverGuarantee Agreement, the right of any Holder of any Debt Security to receive payment of the principal ofGuaranteed Payments when due, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, dates shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt ------------------------------- Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred Incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, Security on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected effected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series or any interest coupons appertaining thereto shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such unless: (a) the Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt the Securities of that same series and of the continuance thereof and unless series; (b) the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; (c) such Holder or Holders have offered to the Trustee such reasonable indemnity satisfactory to the Trustee against any loss, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in pursuing the Trustee, remedy; (d) the Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings and no direction inconsistent with proceedings; and (e) during such written request shall have been given 60-day period, the Holders of a majority in aggregate provided, however, that the limitations contained in (a) through (e) of this Section do not apply to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted any suit by the a Holder of every Debt any Security with every other Holder for enforcement of payment of the principal of (and premium, if any) or interest on such Security on or after the Trustee, that no respective due date expressed in such Security. No one or more Holders of Securities of a series shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Kxcept as provided in Section 6.02, no Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or upon, under or with respect to this IndentureAgreement, the RKMIC Certificates, the MACR Certificates or the related Assets, or for the appointment of a receiver or trustee, or for any other remedy hereunderwhatsoever, unless such Holder previously shall have given to the Trustee ▇▇▇▇▇▇▇ Mac written notice of an Event Kvent of Default with respect to Debt Securities of that same series and of the continuance thereof thereof, as hereinbefore provided, and unless also the Holders of RKMIC Certificates or MACR Certificates representing not less than 25% in aggregate S0 percent of the then outstanding principal amount of the Outstanding Debt Securities of that series any affected Class shall have made written request upon the Trustee ▇▇▇▇▇▇▇ Mac to institute such action or proceedings in respect of such Event of Default proceeding in its own name as Trustee hereunder and shall have offered to the Trustee ▇▇▇▇▇▇▇ Mac such reasonable indemnity or security as it may require request against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, ▇▇▇▇▇▇▇ Mac for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings proceeding, and no direction inconsistent with such written request shall have been given to ▇▇▇▇▇▇▇ Mac during such 60-day period by the Trustee pursuant to Section 6.06; it being Holders of RKMIC Certificates or MACR Certificates representing not less than S0 percent of the then outstanding principal amount of any affected Class. It is understood and intended, and being expressly covenanted by the each Holder of every Debt Security a RKMIC Certificate or MACR Certificate in any affected RKMIC Pool or MACR Pool with every other Holder in such RKMIC Pool or MACR Pool and the Trusteewith ▇▇▇▇▇▇▇ Mac, that no one or more Holders shall have any right in any manner whatever whatsoever by virtue of or by availing themselves of any provision of this Indenture Agreement to affect, disturb or prejudice the rights of any Holdersother Holder, or to obtain or seek to obtain preference or priority over or preference to any other such Holder, Holder except as expressly provided herein or to enforce any right under this IndentureAgreement, except in the manner herein provided and for the equal, ratable and common benefit of all such HoldersHolders in any affected Class. For the protection and enforcement of the provisions of this Section 6.046.03, each and every Holder and the Trustee ▇▇▇▇▇▇▇ Mac shall be entitled to such relief as can be given either at law or in equity. Notwithstanding the foregoing or any other provision in of this Indenture, howeverAgreement, the right of any Holder of any Debt Security to receive a payment of the principal of, and premium, if any, and (subject to Section 2.12) or interest on, such Debt Securityas herein provided, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent date of such Holder.payment, or to institute

Limitation on Suits by Holders. No Holder of any Debt Security or Coupon of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred Incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security or Coupon with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security or Coupon to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt SecuritySecurity or Coupon, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.payment

Limitation on Suits by Holders. No With respect to each Series, except as provided in Section 6.02, no Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or upon, under or with respect to this IndentureAgreement, the REMIC Certificates, the MACR Certificates or the related Assets, or for the appointment of a receiver or trustee, or for any other remedy hereunderwhatsoever, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof thereof, as hereinbefore provided, and unless also the Holders of REMIC Certificates or MACR Certificates representing not less than 25% in aggregate 50 percent of the then outstanding principal amount of the Outstanding Debt Securities of that series any affected Class shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require request against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, Trustee for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings proceeding, and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being during such 60-day period by the Holders of REMIC Certificates or MACR Certificates representing not less than 50 percent of the then outstanding principal amount of any affected Class. It is understood and intended, and being expressly covenanted by the each Holder of every Debt Security a REMIC Certificate or MACR Certificate in any affected REMIC Pool or MACR Pool with every other Holder in such REMIC Pool or MACR Pool and with the Trustee, that no one or more Holders shall have any right in any manner whatever whatsoever by virtue of or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.availing

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses expenses, and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request request, and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb disturb, or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable ratable, and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security or Coupon of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law 82 or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security or Coupon with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security or Coupon to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt SecuritySecurity or Coupon, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.. 83

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder ▇▇▇▇▇▇ previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred Incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, Security on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected effected without the consent of such Holder.

Limitation on Suits by Holders. No (a) Except as provided in Section 5.02, no Holder of any Debt Security of any series shall will have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon otherwise or under or seek any other remedy whatsoever with respect to this IndentureAgreement, the PCs or for the appointment of a receiver or trusteeMortgages, or for any other remedy hereunder, unless such unless: (i) Such Holder previously shall have has given to the Trustee Freddie Mac written notice of an Event of Default with respect to Debt Securities and the continuance thereof; (ii) The Holders of that same series and PCs representing a majority of the continuance thereof and unless the Holders remaining principal balance of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall any affected PC Pool have made a written request upon the Trustee to Freddie Mac to institute such an action or proceedings in respect of such Event of Default proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such Freddie Mac reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred therein incurred; (iii) Freddie Mac has failed to institute any such action or thereby, and the Trustee, proceeding for 60 days after its receipt of such the written notice, request and offer of indemnity or security shall have failed to institute described above; and (iv) Freddie Mac has not received from such Holders any such action or proceedings and no direction inconsistent with such the written request shall have been given to described above during the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the 60-day period. (b) No Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall will have any right in any manner whatever by virtue or by availing of any provision of under this Indenture Agreement to affect, disturb or prejudice the rights of any Holdersother Holder, or to obtain or seek to obtain preference or priority over or preference to any other such Holder, Holder or to enforce any right under this IndentureAgreement, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. Holders of PCs representing interests in any affected PC Pool. (c) For the protection and enforcement of the provisions of this Section 6.04Section, Freddie Mac and each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenturethe foregoing, however, the no Holder's right of any Holder of any Debt Security to receive payment (or to institute suit to enforce payment) of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, as provided herein on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement date of any such payment on or after such respective dates, shall not will be impaired or affected without the consent of such the Holder.

Limitation on Suits by Holders. No Except as provided in Section 5.02, no Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or upon, under or with respect to this IndentureAgreement, the Pass-Through Certificates or the Assets, or for the appointment of a receiver or trustee, or for any other remedy hereunderwhatsoever, unless such Holder previously shall have given to the Trustee Freddie Mac written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof thereof, as hereinbefore provided, and unless also the Holders of Pass-Through Certificates representing not less than 25% in aggregate 50 percent of the then outstanding principal amount or notional principal amount of the Outstanding Debt Securities any affected Class of that series Pass-Through Certificates shall have made written request upon the Trustee Freddie Mac to institute such action or proceedings in respect of such Event of Default proceeding in its own name as Trustee hereunder and shall have offered to the Trustee Freddie Mac such reasonable indemnity or security as it may require request against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, Freddie Mac for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings proceeding, and no direction inconsistent with such written request shall have been given to Freddie Mac during such 60-day period by the Trustee pursuant to Section 6.06; it being Holders representing not less than 50 percent of the then outstanding principal amount or notional principal amount of any affected Class of Pass-Through Certificates. It is understood and intended, and being expressly covenanted by the each Holder of every Debt Security a Pass-Through Certificate representing an interest in any affected Pass- Through Pool with every other Holder of an interest in such Pass-Through Pool and the Trusteewith Freddie Mac, that no one or more Holders shall have any right in any manner whatever whatsoever by virtue of or by availing themselves of any provision provisions of this Indenture Agreement to affect, disturb or prejudice the rights of any Holdersother Holder, or to obtain or seek to obtain preference or priority over or preference to any other such Holder, Holder except as expressly provided herein or to enforce any right under this IndentureAgreement, except in the manner herein provided and for the equal, ratable and common benefit of all such HoldersHolders in any affected Class. For the protection and enforcement of the provisions of this Section 6.045.03, each and every Holder and the Trustee Freddie Mac shall be entitled to such relief as can be given either at law or in equity. Notwithstanding the foregoing or any other provision in of this Indenture, howeverAgreement, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) or interest on, such Debt Securityas herein provided, on or after the respective due dates expressed in date of such Debt Securitypayment, and or to institute suit for the enforcement of any such payment on or after such respective datesdate, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder ▇▇▇▇▇▇ previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security satisfactory to the Trustee as it may require against the any losses, costs, expenses damages, claims, fees, 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 or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder (it being understood that the Trustee shall not have an affirmative duty to ascertain whether or not any such direction is unduly prejudicial to any such other Holder), or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series the Notes shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy proceeding, judicial or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless unless: such Holder has previously shall have given written notice to the Trustee written notice of an a continuing Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless Securities; the Holders of not less than at least 25% in aggregate principal amount Principal Amount of the Outstanding Debt Securities of that series shall have made a written request upon to the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall hereunder; such Holder or Holders have offered to the Trustee such reasonable indemnity satisfactory to the Trustee against any loss, cost, liability or security as it expense to be, or which may require against be, incurred by the costs, expenses and liabilities to be incurred therein or thereby, and Trustee in pursuing the Trustee, remedy; the Trustee for 60 days after its receipt of such notice, request and the offer of indemnity or security shall have has failed to institute any such action or proceedings proceedings; and no during such 60-day period, the Holders of a majority in aggregate Principal Amount of the Securities have not given to the Trustee a direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no request. No one or more Holders shall have any right in any manner whatever by virtue of, or by availing of of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority over or preference to over any other of such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, equal and ratable and common benefit of all of such Holders. For the protection and enforcement of the provisions of this Section 6.046.09, each and every Holder of the Securities and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision (a) Subject to the other provisions of this Indenture Article 8, a Holder shall not have the right to institute any suit, action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or otherwise for the appointment of a receiver or trustee, or for the enforcement of any other remedy hereunderunder or upon this Indenture, unless unless: (i) such Holder previously shall have previously given written notice to the Trustee written notice of an Event a continuing Enforcement Event; (ii) Holders representing the percentage of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of Outstanding Notes needed to initiate the Outstanding Debt Securities exercise of that series remedies shall have made written request upon requested the Trustee in writing to institute such suit, action or proceedings in respect of proceeding; (iii) such Event of Default in its own name as Trustee hereunder and shall have offered Holder or Holders offer to the Trustee reasonable security and indemnity satisfactory to the Trustee in its sole discretion against any loss, liability, or expense; (iv) the Trustee shall have refused or neglected to institute any such reasonable indemnity suit, action or security as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, proceeding for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and notice by the Trustee; and (v) no direction inconsistent with such written request shall have has been given to the Trustee pursuant to Section 6.06; it being during such 60 day period by the Holders of at least 25% in principal amount of the outstanding Notes. (b) It is understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, intended that no one or more of the Holders shall not have any right in any manner whatever by virtue whatsoever hereunder or by availing of any provision of this Indenture to affect, disturb or prejudice under the rights of any Holders, or Notes to obtain or seek to obtain priority over or preference to over any other such Holder, Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all of the Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder).

Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event ▇▇ ▇▇▇nt of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity or security as it may require against the costs, expenses and liabilities to be incurred Incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity or security shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, Security on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected effected without the consent of such Holder.