Common use of Resignation Clause in Contracts

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.03. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.03. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and Section 3.07. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and Section 3.07. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.02. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.02. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in is its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates obligations pursuant to Sections 2.04 and 3.07Section 3.04. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its such guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates obligations pursuant to Sections 2.04 and 3.07Section 3.04. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.04. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.04. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae Xxx shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx Mae in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.03. Xxxxxx XxxMae, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.03. In the event of any such resignation, Xxxxxx Mae Xxx promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx Mae shall have resigned. Xxxxxx Mae Xxx shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in is its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the obligations set forth in this Trust Fund Certificates pursuant to Sections 2.04 and 3.07Agreement. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes Interests and the REMIC Certificates set forth in this Trust Fund Certificates pursuant to Sections 2.04 and 3.07Agreement. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 2.03 and 3.073.05. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 2.03 and 3.073.05. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in is its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the obligations set forth in this Trust Fund Certificates pursuant to Sections 2.04 and 3.07Agreement. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07set forth in this Trust Agreement. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.03. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.03. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx it in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and be consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae Xxx shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx Mae in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and obligations set forth in the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Agreement. Xxxxxx XxxMae, notwithstanding any such resignation, shall continue to be obligated under its guaranty obligations of the Lower Tier Regular Classes Interests, the Middle Tier Interests and the Senior Certificates set forth in this Trust Fund Certificates pursuant to Sections 2.04 and 3.07Agreement. In the event of any such resignation, Xxxxxx Mae Xxx promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx Mae shall have resigned. Xxxxxx Mae Xxx shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Fannie Mae shall not resign from the duties imposed upon Xxxxxx Xxx Fannie Mae in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Fannie Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Fannie Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Fannie Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx Fannie Mae in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Fannie Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.03. Xxxxxx XxxFannie Mae, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.03. In the event of any such resignation, Xxxxxx Fannie Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx Fannie Mae shall have resigned. Xxxxxx Fannie Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in from its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.04. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.04. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Fannie Mae shall not resign from the duties imposed upon Xxxxxx Xxx Fannie Mae in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Fannie Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Fannie Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Fannie Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx Fannie Mae in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Fannie Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.04. Xxxxxx XxxFannie Mae, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.04. In the event of any such resignation, Xxxxxx Fannie Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx Fannie Mae shall have resigned. Xxxxxx Fannie Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in is its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the obligations set forth in this Trust Fund Certificates pursuant to Sections 2.04 and 3.07Agreement. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes Interests and the Certificates set forth in this Trust Fund Certificates pursuant to Sections 2.04 and 3.07Agreement. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Grantor Trust Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 2.03. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 2.03. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all the Holders of Certificatesthe Grantor Trust Classes, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 and 3.073.05. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 and 3.073.05. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 and 3.073.06. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes, the Middle Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes, the Middle Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.04. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.04. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx Mae shall have resigned. Xxxxxx Mae Xxx shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 and its guaranty of the Trust Fund Certificates pursuant to Sections 2.04 and Section 3.07. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 and its guaranty of the Trust Fund Certificates pursuant to Sections 2.04 and Section 3.07. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx it in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and be consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s 's activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s 's resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae Xxx shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx Mae in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s 's guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates obligations pursuant to Sections 2.04 and 3.07Section 3.4. Xxxxxx XxxMae, notwithstanding any such resignation, shall continue to be obligated under its such guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates obligations pursuant to Sections 2.04 and 3.07Section 3.4. In the event of any such resignation, Xxxxxx Mae Xxx promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx Mae shall have resigned. Xxxxxx Mae Xxx shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae Xxx shall not resign from the duties imposed upon Xxxxxx Xxx Mae in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae Xxx shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx Mae in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.03. Xxxxxx XxxMae, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.03. In the event of any such resignation, Xxxxxx Mae Xxx promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx Mae shall have resigned. Xxxxxx Mae Xxx shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 2.03 and 3.073.04. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 2.03 and 3.073.04. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.06. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.06. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and be consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates obligations pursuant to Sections 2.04 and 3.07Section 3.4. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its such guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates obligations pursuant to Sections 2.04 and 3.07Section 3.4. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of CertificatesCertificates and the Rating Agency, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court. Any corporation or entity that succeeds Xxxxxx Xxx as Trustee hereunder as a result of Xxxxxx Mae’s resigning in its capacity as Trustee shall at all times be an association or a corporation organized and doing business under the laws of any state or the United States of America or the District of Columbia, authorized under such laws to exercise trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. If such association or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 7.1 the combined capital and surplus of such association or corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The short-term or long-term debt obligations of the Trustee shall at all times be rated “BBB” or better by Standard & Poor’s, D&P or Fitch. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.1, the Trustee shall resign immediately in the manner and with the effect specified herein. The corporation or association serving as Trustee may have normal banking and trust relationships with Xxxxxx Xxx, the Master Servicer and its Affiliates or the Special Servicer and its Affiliates.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in is its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the obligations set forth in this Trust Fund Certificates pursuant to Sections 2.04 and 3.07Agreement. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes Interests, the Middle Tier Interests, the Upper Tier Interests and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07set forth in this Trust Agreement. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.073.06. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.073.06. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in is its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates obligations pursuant to Sections Section 2.04 and 3.07Section 3.04. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections Section 2.04 and 3.07Section 3.04. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx it in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and be consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae Xxx shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx Mae in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates obligations pursuant to Sections 2.04 and 3.07Section 3.4. Xxxxxx XxxMae, notwithstanding any such resignation, shall continue to be obligated under its such guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates obligations pursuant to Sections 2.04 and 3.07Section 3.4. In the event of any such resignation, Xxxxxx Mae Xxx promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx Mae shall have resigned. Xxxxxx Mae Xxx shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx Mae in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Fannie Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Fannie Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Fannie Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx Fannie Mae in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Fannie Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.04. Xxxxxx XxxFannie Mae, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.04. In the event of any such resignation, Xxxxxx Fannie Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx Fannie Mae shall have resigned. Xxxxxx Fannie Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in is its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the obligations set forth in this Trust Fund Certificates pursuant to Sections 2.04 and 3.07Agreement. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes Interests and the Certificates as set forth in this Trust Fund Certificates pursuant to Sections 2.04 and 3.07Agreement. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon on Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon on and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.02. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.02. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx Mae shall have resigned. Xxxxxx Mae Xxx shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in is its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the obligations set forth in this Trust Fund Certificates pursuant to Sections 2.04 and 3.07Agreement. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes Interests, the Non-Offered Notional Class and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07set forth in this Trust Agreement. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon on Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon on and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.04. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.04. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes Interests, the Middle Tier Regular Interests and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes Interests, the Middle Tier Regular Interests and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 2.03 and 3.073.06. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 2.03 and 3.073.06. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Group 3 and Group 4 Classes pursuant to Section 2.04 and its guaranty of the Upper Tier Trust Fund Certificates pursuant to Sections 2.04 and Section 3.07. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Group 3 and Group 4 Classes pursuant to Section 2.04 and its guaranty of the Upper Tier Trust Fund Certificates pursuant to Sections 2.04 and Section 3.07. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Group 6 Class pursuant to Section 2.04 and its guaranty of the Upper Tier Trust Fund Certificates pursuant to Sections 2.04 and Section 3.07. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Group 6 Class pursuant to Section 2.04 and its guaranty of the Upper Tier Trust Fund Certificates pursuant to Sections 2.04 and Section 3.07. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement and any related RCR Supplement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust AgreementAgreement and any related RCR Supplement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 4.05. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 4.05. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement and any RCR Supplement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 and 3.073.05. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court3.05.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 2.03 and 3.073.08. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 2.03 and 3.073.08. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in is its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates obligations pursuant to Sections 2.04 Section 2.02 and 3.07Section 3.04. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its such guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates obligations pursuant to Sections 2.04 Section 2.02 and 3.07Section 3.04. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.03. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.03. In the event of any such resignation, Xxxxxx Mae Xxx promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx Mae shall have resigned. Xxxxxx Mae Xxx shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.03. Xxxxxx XxxMae, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.03. In the event of any such resignation, Xxxxxx Fannie Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx Fannie Mae shall have resigned. Xxxxxx Fannie Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 2.03 and 3.073.04. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 2.03 and 3.073.04. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes Interests, the Middle Tier Regular Interests and the Trust Fund Certificates pursuant to Sections 2.04 and 3.072.04, 3.05 or 3.09, as applicable. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes Interests, the Middle Tier Regular Interests and the Trust Fund Certificates pursuant to Sections 2.04 and 3.072.04, 3.05 or 3.09, as applicable. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 2.03 and 3.07. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 2.03 and 3.07. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and be consistent with an Opinion of Counsel. In the event that If the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates obligations pursuant to Sections 2.04 and 3.07Section 3.4. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its such guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates obligations pursuant to Sections 2.04 and 3.07Section 3.4. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, including Holders of Subordinate Certificates, and the Rating Agency, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court. Any corporation or entity that succeeds Xxxxxx Xxx as Trustee hereunder as a result of Xxxxxx Mae’s resigning in its capacity as Trustee shall at all times be an association or a corporation organized and doing business under the laws of any state or the United States of America or the District of Columbia, authorized under such laws to exercise trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. If such association or corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 7.1 the combined capital and surplus of such association or corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The short-term or long-term debt obligations of the Trustee shall at all times be rated “BBB” or better by Standard & Poor’s, D&P or Fitch. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.1, the Trustee shall resign immediately in the manner and with the effect specified herein. The corporation or association serving as Trustee may have normal banking and trust relationships with Xxxxxx Xxx, the Master Servicer and its Affiliates or the Fiscal Agent and its Affiliates.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07. In the event of any such resignation, Xxxxxx Mae Xxx promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx Mae shall have resigned. Xxxxxx Mae Xxx shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx Mae in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae Xxx shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx Mae in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.03. Xxxxxx XxxMae, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.03. In the event of any such resignation, Xxxxxx Mae Xxx promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx Mae shall have resigned. Xxxxxx Mae Xxx shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 and 3.073.06. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 and 3.073.06. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.072.07. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.072.07. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.03. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.03. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx Mae shall have resigned. Xxxxxx Mae Xxx shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity capacity, or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel, a copy of which will be provided to the Certificate Insurer. In the event that the basis of any such Opinion of Counsel shall relate to the dual several nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity capacity, or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in from its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed (with the Certificate Insurer’s consent as long as no Certificate Insurer Default is continuing) and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 4.3. Xxxxxx Xxx, as Guarantor, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 4.3. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in is its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the obligations set forth in this Trust Fund Certificates pursuant to Sections 2.04 and 3.07Agreement. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes Interests, the Upper Tier Interests and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07set forth in this Trust Agreement. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in is its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and Section 3.07. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and Section 3.07. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 and 3.073.05. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 and 3.073.06. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 2.03 and 3.073.08. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes Interests and the Trust Fund Certificates pursuant to Sections 2.04 2.03 and 3.073.08. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx Fannie Mae in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Fannie Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Fannie Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Fannie Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx Fannie Mae in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Fannie Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.04. Xxxxxx XxxFannie Mae, notwithstanding any such resignation, shall continue to be obligated under its guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates pursuant to Sections 2.04 and 3.07Section 3.04. In the event of any such resignation, Xxxxxx Fannie Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx Fannie Mae shall have resigned. Xxxxxx Fannie Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.

Resignation. Xxxxxx Mae shall not resign from the duties imposed upon Xxxxxx Xxx in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and be consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Xxxxxx Mae’s activities hereunder and the conclusion of such Opinion of Counsel may be changed by Xxxxxx Mae’s resigning in its corporate capacity or resigning in its capacity as Trustee, Xxxxxx Mae shall resign in its capacity as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Xxxxxx Xxx in its corporate capacity hereunder shall be obligated to perform under Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates obligations pursuant to Sections 2.04 and 3.07Section 3.4.2. Xxxxxx Xxx, notwithstanding any such resignation, shall continue to be obligated under its such guaranty of the Lower Tier Regular Classes and the Trust Fund Certificates obligations pursuant to Sections 2.04 and 3.07Section 3.4.2. In the event of any such resignation, Xxxxxx Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Xxxxxx Xxx shall have resigned. Xxxxxx Mae shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court.