Guam § 7 - Limitation on Bondholders Right to Sue.

§ 7. Limitation on Bondholders Right to Sue.

No Holder of any Bond shall have the right to institute any

suit, action or proceeding at law or in equity, for the protection or

enforcement of any right or remedy under this Indenture, the Act

or any other applicable law with respect to such Bond. unless (A)

such Holder shall have given to the Trustee written notice of the

occurrence of an Event of Default; (B) the Holders of not less than

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twenty-five percent (25%) in aggregate principal amount of the

Bonds then Outstanding shall have made written request upon the

Trustee to exercise the powers hereinbefore granted or to institute

such suit, action or proceeding in its own name; (C) such Holder

or said Holders shall have tendered to the Trustee reasonable

indemnity against the costs, expenses and liabilities to be incurred

in compliance with such request; and (D) the Trustee shall have

refused or omitted to comply with such request for a period of

sixty (60) days after such written request shall have been received

by, and said tender of indemnity shall have been made to, the

Trustee.

Such notification, request, tender of indemnity and refusal or

omission are hereby declared, in every case, to be conditions

precedent to the exercise by any Holder of Bonds of any remedy

hereunder or under law; it being understood and intended that no

one or more Holders of Bonds shall have any right in any manner

whatever by its or their action to affect, disturb or prejudice the

security of this indenture on the rights of any other Holders of

Bonds, or to enforce any right under this Indenture, the Act or

other applicable law with respect to the Bonds, except in the

manner herein provided, and that all proceedings at law or in

equity to enforce any such right shall be instituted, had and

maintained in the manner herein provided and for the benefit and

protection of all Holders of the Outstanding Bonds, subject to the

provisions of this Indenture (including § 6.02).