Common use of Limitations on Suits by Noteholders Clause in Contracts

Limitations on Suits by Noteholders. (a) No Holder of any Note of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law 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 such Note and of the continuance thereof, as hereinabove provided, and unless also Noteholders of a majority in aggregate principal amount of the Notes of all series then outstanding in respect of which an Event of Default has occurred and is continuing, considered as one class, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder and the Trustee, that no one or more Holders of Notes of such series 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 Holder of Notes of such series, 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 Notes of such series. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Holder of any Note of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law 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 such Note and of the continuance thereof, as hereinabove provided, and unless also Noteholders of a majority in aggregate principal amount of the Notes of all series then outstanding in respect of which an Outstanding affected by such Event of Default has occurred and is continuing, considered as one class, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder and the Trustee, that no one or more Holders of Notes of such series 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 Holder of Notes of such seriesNotes, 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 Notes of such seriesNotes. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Holder of any Note Security of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding at law or in equity or at law in bankruptcy or otherwise upon or under or with respect to this Indenture Indenture, or for the appointment of a receiver or trustee, receiver, liquidator, custodian or other similar official 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 such Note default and of the continuance thereof, as hereinabove hereinbefore provided, and unless also Noteholders the Holders of a majority not less than 25% in aggregate principal amount of the Notes of all such series then outstanding in respect of which an Event of Default has occurred and is continuing, considered as one class, Outstanding shall have made written request upon the Trustee to institute such action, suit action or proceeding proceedings in its own name as Trustee trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, indemnity shall have neglected or refused failed to institute any such action, suit action or proceedingproceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.09; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder and the Trustee, that no one or more Holders of Notes of such any series 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 such Holder of Notes of such seriesNotes, 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 Notes of such the applicable series. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Holder of any Note of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law 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 such Note and of the continuance thereof, as hereinabove provided, and unless also Noteholders of a majority in aggregate principal amount of the Notes of all series then outstanding in respect of which an affected by such Event of Default has occurred and is continuing, considered as one class, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder and the Trustee, that no one or more Holders of Notes of such series 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 Holder of Notes of such seriesNotes, 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 Notes of such seriesNotes. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Holder of any Note of any series the Notes shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding at law or in equity or at law in bankruptcy or otherwise upon or under or with respect to this Indenture Indenture, or for the appointment of a receiver or trustee, receiver, liquidator, custodian or other similar official 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 such Note default and of the continuance thereof, as hereinabove hereinbefore provided, and unless also Noteholders the Holders of a majority not less than 25% in aggregate principal amount Principal Amount at Maturity of the Notes of all series then outstanding Outstanding (determined as provided in respect of which an Event of Default has occurred Section 5.1 and is continuing, considered voting as one class, ) shall have made written request upon the Trustee to institute such action, suit action or proceeding proceedings in its own name as Trustee trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, indemnity shall have neglected or refused failed to institute any such action, suit action or proceedingproceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 5.9; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder and the Trustee, that no one or more Holders of the Notes of such series 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 Holder of Notes of such seriesthe 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 Holders of Notes of such seriesthe Notes. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Holder of any Note or Holder of any series Coupon shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding at law or in equity or at law in bankruptcy or otherwise upon or under or with respect to this Indenture Indenture, or for the appointment of a receiver or trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless unless (i) such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to such Note default and of the continuance thereof, as hereinabove hereinbefore provided, and unless also Noteholders and (ii) the Holders of a majority not less than 25% in aggregate principal amount of the Notes of all series then outstanding in respect of which an Event of Default has occurred and is continuing, considered as one class, Outstanding shall have made written request upon the Trustee to institute such action, suit action or proceeding proceedings in its own name as Trustee trustee hereunder and shall have offered to the Trustee such reasonable indemnity indemnity, as it may require against the costs, expenses and liabilities to be incurred therein or thereby, thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, indemnity shall have neglected or refused failed to institute any such action, suit action or proceeding; it being understood and intended, and being no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 5.11. (b) It is hereby expressly covenanted by the taker and Holder of every Note and by the Holder of any series Coupon with every other taker and Holder of any Note or Coupon and the Trustee, that no one or more Holders of the Notes of such series or Coupons shall have any right in any manner whatever whatever, by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holder of Notes of such seriesor Coupons, or to obtain or seek to obtain priority over or preference to any other such Holder 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 Notes of such seriesand Coupons. For the protection and enforcement of the provisions of this Section, each and every Noteholder such Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Subject to the provisions of Section 7.10, no Holder of any Mortgage Note of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding at law or in equity or at law in bankruptcy or otherwise upon or under or with respect to this Indenture Indenture, or for the appointment of a receiver or trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such Holder holder previously shall have given to the Indenture Trustee written notice of an Event of Default with respect to such Note default and of the continuance thereof, as hereinabove hereinbefore provided, and unless also Noteholders the Holders of a majority not less than 25% in aggregate principal amount of the Mortgage Notes of all series then outstanding in respect of which an Event of Default has occurred and is continuing, considered as one class, Outstanding shall have made written request upon the Indenture Trustee to institute such action, suit action or proceeding proceedings in its own name as Trustee trustee hereunder and shall have offered to the Indenture Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, thereby and the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity, indemnity shall have neglected or refused failed to institute any such action, suit action or proceedingproceedings and no direction inconsistent with such written request shall have been given to the Indenture Trustee pursuant to Section 7.8; it being understood and intended, and being expressly covenanted by the taker and Holder of every Mortgage Note of any series with every other taker and Holder and the Indenture Trustee, that no one or more Holders of Mortgage Notes of such series 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 Holder of Notes of such seriesMortgage 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 Holders of Notes of such seriesHolders. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Indenture Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Holder of any Note of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law 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 such Note and of the continuance thereof, as hereinabove provided, and unless also Noteholders of a majority in aggregate principal amount of the Notes of all series then outstanding in respect of which an Event of Default has occurred and is continuing, considered as one class, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder and the Trustee, that no one or more Holders of Notes of such series 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 Holder of Notes of such series, 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 Notes of such series. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Except as provided in Section 4.7, no Holder of any Note of any series shall have any right by virtue of or by availing itself of any provision of this Indenture or of the Notes, to institute any suit, action or proceeding in equity or at law or in equity, or under bankruptcy laws or otherwise upon or under or with respect to this Indenture Indenture, or for the appointment of a receiver or trustee, receiver, liquidator, custodian or other similar official 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 such Note default and of the continuance thereof, as hereinabove provided, and unless also Noteholders the Holders of a majority not less than 25% in aggregate principal amount of the Series II Notes of all series or the Series III Notes, as applicable, then outstanding in respect of which an Event of Default has occurred and is continuing, considered as one class, Outstanding shall have made written request upon the Trustee to institute such action, suit action or proceeding proceedings in its own name as Trustee trustee hereunder and shall have offered to the Trustee such reasonable indemnity satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, indemnity shall have neglected or refused failed to institute any such action, suit action or proceedingproceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 4.9; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder and the Trustee, intended that no one or more Holders of Notes of such series shall have any right in any manner whatever by virtue or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder of Notes of such seriesNotes, 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 Notes of such series. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equityNotes. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Holder of any Note of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding at law or in equity or at law in bankruptcy or otherwise upon or under or with respect to this Indenture Indenture, or for the appointment of a receiver or trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, hereunder (except suits for the enforcement of payment of overdue principal or interest) unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to such Note and of the continuance thereof, as hereinabove hereinbefore provided, and unless also Noteholders the Holders of a majority not less than 25% in aggregate principal amount of the Notes of all series then outstanding in respect of which an Event of Default has occurred and is continuing, considered as one class, Outstanding shall have made written request upon the Trustee to institute such action, suit action or proceeding proceedings in its own name as Trustee trustee hereunder and shall have offered to the Trustee such reasonable indemnity and/or security (in the manner and form provided in this Indenture, including Subclause 4.1) as it may require against the costs, expenses and liabilities to be incurred therein or thereby, thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnityindemnity and/or security (in the manner and form provided in this Indenture, including Subclause 4.1) shall have neglected or refused failed to institute any such action, suit action or proceedingproceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Subclause 4.9; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder and the Trustee, that no one or more Holders of Notes of such series 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 such Holder of Notes of such seriesNotes, 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 Notes of such seriesNotes. For the protection and enforcement of the provisions of this SectionSubclause 4.6, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Holder of any Note of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding at law or in equity or at law in bankruptcy or otherwise upon or under or with respect to this Indenture Indenture, or for the appointment of a receiver or trustee, receiver, liquidator, custodian or other similar official 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 such Note default and of the continuance thereof, as hereinabove hereinbefore provided, and unless also Noteholders the Holders of a majority not less than 25% in aggregate principal amount of the Outstanding Notes of all series then outstanding in respect of which an Event of Default has occurred and is continuing, considered as one class, shall have made written request upon the Trustee to institute such action, suit action or proceeding proceedings in its own name as Trustee trustee hereunder and shall have offered to the Trustee such reasonable indemnity as reasonably satisfactory to it may require against the costs, expenses and liabilities to be incurred therein or thereby, thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, indemnity shall have neglected or refused failed to institute any such action, suit action or proceedingproceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 7.09; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder and the Trustee, that no one or more Holders of Notes of such series 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 such Holder of Notes (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances affect, disturb or prejudice the rights of such seriesHolders), 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 Notes of such seriesNotes. For the protection and enforcement of the provisions of this SectionSection 7.06, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Except as provided in Section 4.08, no Holder of any Note of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suitproceeding, action judicial or proceeding in equity or at law upon or under or otherwise, with respect to this Indenture or the Notes, or for the appointment of a receiver or trusteea Trustee, or for any other remedy hereunderhereunder or under the Notes, unless (i) such Holder previously shall have previously given to the Trustee written notice of an a continuing Event of Default with respect to such Note and Notes; (ii) the Holders of the continuance thereof, as hereinabove provided, and unless also Noteholders of a majority at least 25% in aggregate principal amount of the Notes of all series then outstanding in respect of which an Event of Default has occurred and is continuing, considered as one class, at the time Outstanding shall have made a written request upon to the Trustee to institute proceedings in respect of such action, suit Event of Default in the Trustee's own name; (iii) such Holder or proceeding in its own name as Trustee hereunder and Holders of Notes shall have offered to the Trustee such reasonable security or indemnity as reasonably satisfactory to it may require against the costsany loss, expenses and liabilities liability or expense satisfactory to be incurred therein or thereby, and it; (iv) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused indemnity has failed to institute any such action, suit or proceeding; and (v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a Majority in principal amount of the Outstanding Notes; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series Noteholder with every other taker and Holder Noteholder and the Trustee, that no one or more Holders of Notes of such series Noteholder shall have any right in any manner whatever by virtue or by availing itself of any provision of this Indenture or of the Notes to affect, disturb or prejudice the rights of any other Holder of Notes of such series, Noteholders or to obtain or seek to obtain priority over or preference to any other such Holder Noteholder, or to enforce any right under this IndentureIndenture or under the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Notes of such seriesNoteholders. For the protection and avoidance of doubt, the limitations set forth in this Section 4.07 do not apply to a suit instituted by a holder of a Note for the enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note right to receive payment of the principal of and any premium and or interest on such Note, Note on or after the respective applicable due dates expressed date specified in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such HolderNote.

Limitations on Suits by Noteholders. (a) No Except as provided in Section 4.08, no Holder of any Note of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suitproceeding, action judicial or proceeding in equity or at law upon or under or otherwise, with respect to this Indenture or the Notes, or for the appointment of a receiver or trusteea Trustee, or for any other remedy hereunderhereunder or under the Notes, unless (a) such Holder previously shall have previously given to the Trustee written notice of an a continuing Event of Default with respect to such Note and Notes; (b) the Holders of the continuance thereof, as hereinabove provided, and unless also Noteholders of a majority at least 25% in aggregate principal amount of the Notes of all series then outstanding in respect of which an Event of Default has occurred and is continuing, considered as one class, at the time Outstanding shall have made a written request upon to the Trustee to institute proceedings in respect of such action, suit Event of Default in the Trustee's own name; (c) such Holder or proceeding in its own name as Trustee hereunder and Holders of Notes shall have offered to the Trustee such reasonable security or indemnity as reasonably satisfactory to it may require against the costsany loss, expenses and liabilities liability or expense satisfactory to be incurred therein or thereby, and it; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused indemnity has failed to institute any such action, suit or proceeding; and (e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a Majority in principal amount of the Outstanding Notes; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series Noteholder with every other taker and Holder Noteholder and the Trustee, that no one or more Holders of Notes of such series Noteholder shall have any right in any manner whatever by virtue or by availing itself of any provision of this Indenture or of the Notes to affect, disturb or prejudice the rights of any other Holder of Notes of such series, Noteholders or to obtain or seek to obtain priority over or preference to any other such Holder Noteholder, or to enforce any right under this IndentureIndenture or under the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Notes of such seriesNoteholders. For the protection and avoidance of doubt, the limitations set forth in this Section 4.07 do not apply to a suit instituted by a bolder of a Note for the enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note right to receive payment of the principal of and any premium and or interest on such Note, Note on or after the respective applicable due dates expressed date specified in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such HolderNote.

Limitations on Suits by Noteholders. (a) No Except as provided in Section 4.7, no Holder of any Note of any series shall have any right by virtue of or by availing itself of any provision of this Indenture or of the Notes, to institute any suit, action or proceeding in equity or at law or in equity, or under bankruptcy laws or otherwise upon or under or with respect to this Indenture Indenture, or for the appointment of a receiver or trustee, receiver, liquidator, custodian or other similar official 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 such Note default and of the continuance thereof, as hereinabove provided, and unless also Noteholders the Holders of a majority not less than 25% in aggregate principal amount of the Series I Notes of all series or the Series II Notes, as applicable, then outstanding in respect of which an Event of Default has occurred and is continuing, considered as one class, Outstanding shall have made written request upon the Trustee to institute such action, suit action or proceeding proceedings in its own name as Trustee trustee hereunder and shall have offered to the Trustee such reasonable satisfactory indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, indemnity shall have neglected or refused failed to institute any such action, suit action or proceedingproceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 4.9; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder and the Trustee, intended that no one or more Holders of Notes of such series shall have any right in any manner whatever by virtue or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder of Notes of such seriesNotes, 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 Notes of such series. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equityNotes. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Holder of any Note of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding at law or in equity or at law in bankruptcy or otherwise upon or under or with respect to this Indenture Indenture, or for the appointment of a receiver or trustee, receiver, liquidator, custodian or other similar official 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 such Note default and of the continuance thereof, as hereinabove hereinbefore provided, and unless also Noteholders the Holders of a majority not less than 25% in aggregate principal amount of the Outstanding Notes of all series then outstanding in respect of which an Event of Default has occurred and is continuing, considered as one class, shall have made written request upon the Trustee to institute such action, suit action or proceeding proceedings in its own name as Trustee trustee hereunder and shall have offered to the Trustee such reasonable indemnity as reasonably satisfactory to it may require against the costs, expenses and liabilities to be incurred therein or thereby, thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, indemnity shall have neglected or refused failed to institute any such action, suit action or proceeding; proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.09; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder and the Trustee, that no one or more Holders of Notes of such series 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 such Holder of Notes (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances affect, disturb or prejudice the rights of such seriesHolders), 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 Notes of such seriesNotes. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Holder of any ----------------------------------- Note of any series shall have any right by virtue of or by availing itself of any provision of this Indenture or of the Notes to institute any suit, action or proceeding at law or in equity or at law in bankruptcy or otherwise upon or under or with respect to this Indenture or the Security Documents, or for the appointment of a receiver or trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunderhereunder or under the Notes, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to such Note default and of the continuance thereof, as hereinabove hereinbefore provided, and unless also Noteholders the Holders of a majority not less than 25% in aggregate principal amount of the Notes of all series then outstanding in respect of which an Event of Default has occurred and is continuing, considered as one class, Outstanding shall have made written request upon the Trustee to institute such action, suit action or proceeding proceedings in its own name as Trustee trustee hereunder and shall have offered provided to the Trustee such reasonable indemnity satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, thereby and the Trustee for 60 10 days after its receipt of such notice, request and offer of indemnity, indemnity shall have neglected or refused failed to institute any such actionaction or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 8.9, suit or proceeding; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder and the Trustee, that no one or more Holders of Notes of such series shall have any right in any manner whatever by virtue or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder of Notes of such seriesNotes, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this IndentureIndenture or under the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Notes of such seriesNotes. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Holder of any Note of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding at law or in equity or at law in bankruptcy or otherwise upon or under or with respect to this Indenture Indenture, or for the appointment of a receiver or trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such Holder previously shall have given to a Responsible Officer of the Trustee written notice of an Event of Default with respect to such Note default and of the continuance thereof, as hereinabove hereinbefore provided, and unless also Noteholders the Holders of a majority not less than 25% in aggregate principal amount of the Notes of all each affected series then outstanding in respect of which an Event of Default has occurred and is continuing, considered (treated as one a single class, ) shall have made written request upon the Trustee to institute such action, suit action or proceeding proceedings in its own name as Trustee trustee hereunder and shall have offered to the Trustee such reasonable security or indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, indemnity shall have neglected or refused failed to institute any such action, suit action or proceedingproceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.9; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder and the Trustee, that no one or more Holders of Notes of such any series 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 such Holder of Notes of such seriesNotes, 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 Notes of such the applicable series. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Holder Noteholder of any Note of any series Series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding at law or in equity or at law in bankruptcy or otherwise upon or under or with respect to this Indenture Indenture, or for the appointment of a receiver or trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunder, unless such Holder Noteholder previously shall have given to the Indenture Trustee written notice of an Event of Default with respect to such Note and of the continuance thereof, as hereinabove hereinbefore provided, and unless also the Noteholders of a majority in not less than 50% of the aggregate principal amount of the Notes of all series each Affected Series then outstanding in respect of which an Event of Default has occurred and is continuing, considered Outstanding (treated as one a single class, ) shall have made written request upon the Indenture Trustee to institute such action, suit action or proceeding proceedings in its own name as Trustee trustee hereunder and shall have offered to the Indenture Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, thereby and the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity, indemnity shall have neglected or refused failed to institute any such action, suit action or proceedingproceeding and no direction inconsistent with such written request shall have been given to the Indenture Trustee by the Noteholders of a majority in aggregate principal amount of the Notes of such Affected Series then Outstanding; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder and the Trustee, intended that no one or more Holders Noteholders of Notes of such series any Series 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 Holder of Notes of such seriesNoteholder, or to obtain or seek to obtain priority over or preference to any other such Holder Noteholder 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 Noteholders of Notes of such seriesthe applicable Series. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Indenture Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Holder of any Note of any series shall have any right by virtue of or by availing itself of any provision of this Indenture or of the Notes to institute any suit, action or proceeding at law or in equity or at law in bankruptcy or otherwise upon or under or with respect to this Indenture or the Security Documents, or for the appointment of a receiver or trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunderhereunder or under the Notes, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to such Note default and of the continuance thereof, as hereinabove hereinbefore provided, and unless also Noteholders the Holders of not less than a majority in aggregate principal amount of the Notes of all series then outstanding in respect of which an Event of Default has occurred and is continuing, considered as one class, Outstanding shall have made written request upon the Trustee to institute such action, suit action or proceeding proceedings in its own name as Trustee trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, indemnity shall have neglected or refused failed to institute any such actionaction or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 8.9, suit or proceeding; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder and the Trustee, that no one or more Holders of Notes of such series shall have any right in any manner whatever by virtue or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder of Notes of such seriesNotes, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this IndentureIndenture or under the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Notes of such seriesNotes. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Holder of any Note of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law 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 such Note and of the continuance thereof, as hereinabove provided, and unless also Noteholders of a majority in aggregate principal amount of the Notes of all series then outstanding in respect of which an affected by such Event of Default has occurred and is continuing, considered as one class, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after 40 its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder and the Trustee, that no one or more Holders of Notes of such series 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 Holder of Notes of such seriesNotes, 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 Notes of such seriesNotes. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Holder of any Note of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding at law or in equity or at law in bankruptcy or otherwise upon or under or with respect to this Indenture Indenture, or for the appointment of a receiver or trustee, receiver, liquidator, custodian or other similar official 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 such Note default and of the continuance thereof, as hereinabove hereinbefore provided, and unless also Noteholders the Holders of a majority not less than 25% in aggregate principal amount of the Outstanding Notes of all series then outstanding in respect of which an Event of Default has occurred and is continuing, considered as one class, shall have made written request upon the Trustee to institute such action, suit action or proceeding proceedings in its own name as Trustee trustee hereunder and shall have offered to the Trustee such reasonable indemnity as reasonably satisfactory to it may require against the costs, expenses and liabilities to be incurred therein or thereby, thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, indemnity shall have neglected or refused failed to institute any such action, suit action or proceedingproceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.09; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder and the Trustee, that no one or more Holders of Notes of such series 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 such Holder of Notes (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances affect, disturb or prejudice the rights of such seriesHolders), 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 Notes of such seriesNotes. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Holder of any Note of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law 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 such Note and of the continuance thereof, as hereinabove provided, and unless also Noteholders of a majority in aggregate principal amount of the Notes of all series then outstanding in respect of which an Outstanding affected by such Event of Default has occurred and is continuing, considered as one class, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after 47 its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder and the Trustee, that no one or more Holders of Notes of such series 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 Holder of Notes of such seriesNotes, 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 Notes of such seriesNotes. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium premium, if any, and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Except as provided in Section 4.2 and as otherwise required by the TIA, no Holder of any Note of any series shall have any right by virtue of or by availing itself of any provision of this Indenture or of the Notes to institute any suit, action or proceeding at law or in equity or at law in bankruptcy or otherwise upon or under or with respect to this Indenture Indenture, or for the appointment of a receiver or trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunderhereunder or under the Notes, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to such Note default and of the continuance thereof, as hereinabove hereinbefore provided, and unless also Noteholders the Holders of a majority not less than 25% in aggregate principal amount of the Notes of all series the same Series as such Note then outstanding in respect of which an Event of Default has occurred and is continuing, considered as one class, Outstanding shall have made written request upon the Trustee to institute such action, suit action or proceeding proceedings in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, indemnity shall have neglected or refused failed to institute any such action, suit action or proceedingproceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 4.9; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder and the Trustee, that no one or more Holders of Notes of such series shall have any right in any manner whatever by virtue or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder of Notes of such series, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this IndentureIndenture or under the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Notes of such seriesNotes. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Holder of any Note of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law 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 such Note and of the continuance thereof, as hereinabove provided, and unless also Noteholders of a majority in aggregate principal amount of the Notes of all series then outstanding in respect of which an Outstanding affected by such Event of Default has occurred and is continuing, considered as one class, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder and the Trustee, that no one or more Holders of Notes of such series 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 Holder of Notes of such seriesNotes, 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 Notes of such seriesNotes. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium premium, if any, and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Except as provided in Section 4.2. and as otherwise required by the TIA, no Holder of any Note of any series shall have any right by virtue of or by availing itself of any provision of this Indenture or of the Notes to institute any suit, action or proceeding at law or in equity or at law in bankruptcy or otherwise upon or under or with respect to this Indenture Indenture, or for the appointment of a receiver or trustee, receiver, liquidator, custodian or other similar official or for any other remedy hereunderhereunder or under the Notes, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to such Note default and of the continuance thereof, as hereinabove hereinbefore provided, and unless also Noteholders the Holders of a majority not less than 25% in aggregate principal amount of the Notes of all series the same Series as such Note Series then outstanding in respect of which an Event of Default has occurred and is continuing, considered as one class, Outstanding shall have made written request upon the Trustee to institute such action, suit action or proceeding proceedings in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, thereby and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, indemnity shall have neglected or refused failed to institute any such action, suit action or proceedingproceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 4.9.; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder and the Trustee, that no one or more Holders of Notes of such series shall have any right in any manner whatever by virtue or by availing itself of any provision of this Indenture to affect, disturb or prejudice the rights of any other Holder of Notes of such series, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under this IndentureIndenture or under the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Notes of such seriesNotes. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.

Limitations on Suits by Noteholders. (a) No Holder of any Note of any series shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law 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 such Note and of the continuance thereof, as hereinabove provided, and unless also Noteholders of a majority in aggregate principal amount of the Notes of all series then outstanding in respect of which an affected by such Event of Default has occurred and is continuing, considered as one class, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being expressly covenanted by the taker and Holder of every Note of any series with every other taker and Holder and the Trustee, that no one or more Holders of Notes of such series 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 Holder of Notes of such seriesNotes, 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 Notes of such seriesNotes. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates are absolute and unconditional, and shall not be impaired or affected without the consent of such Holder.