Common use of Waivers and Supplemental Agreements with Consent of Holders Clause in Contracts

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Certificate Balances aggregating not less than 66% of the related Class Balance, (i) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.03, (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Certificate Balances aggregating not less than 66% of the related Class Balance, (i) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.03, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, (ii) significantly change any permitted activity of the either Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement; or (C) without the consent of all Certificateholders, materially adversely affect the rights of the Holder of a Residual Certificate, including without limitation, by having the effect of increasing any taxes payable by the Holder of such Residual Certificate. Notwithstanding any other provision of this Trust Agreement, clause (b)(iiB)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, (ii) significantly change any permitted activity of the either Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement; or (C) without the consent of all Certificateholders, materially adversely affect the rights of the Holder of a Residual Certificate, including without limitation, by having the effect of increasing any taxes payable by the Holder of such Residual Certificate. Notwithstanding any other provision of this Trust Agreement, clause (b)(iiB)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including without limitation, by having the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Certificate Balances aggregating not less than 66% of the related Class Balance, (i) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.03, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Certificate Balances aggregating not less than 66% of the related Class Balance, (i) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.03, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Certificate Balances aggregating not less than 66% of the related Class Balance, (i) compliance by Xxxxxx Xxx Fannie Mae with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx Fannie Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Fannie Mae’s guaranty of the Certificates pursuant to Section 3.03, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Fannie Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Fannie Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, however that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including without limitation, by having the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including without limitation, by having the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, however that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including without limitation, by having the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including without limitation, which might have the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.033.07, (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement; or (C) without the consent of all Certificateholders, materially adversely affect the rights of the Holder of a Residual Certificate, including without limitation, by having the effect of increasing any taxes payable by the Holder of such Residual Certificate. Notwithstanding any other provision of this Trust Agreement, clause (b)(iiB)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including without limitation, by having the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Certificate Balances aggregating not less than 66% of the related Class Balance, (i) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.03, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including without limitation, by having the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of the Residual Certificate, materially adversely affect the rights of the Holder of the Residual Certificate, including without limitation, by having the effect of increasing any other provision taxes payable by the Holder of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of LiabilitiesResidual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of the Residual Certificate, materially adversely affect the rights of the Holder of such Residual Certificate, including without limitation, by having the effect of increasing any other provision taxes payable by the Holder of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including without limitation, which might have the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including without limitation, which might have the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class BalanceBalance of such Class, (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.04 or its guaranty of the Certificates pursuant to Section 3.033.04, (ii) significantly change any permitted activity of the either REMIC Trust or (iii) reduce the aforesaid percentages of Certificates, Certificates the Holders of which are required to consent to any waiver or any Supplemental Agreement; or (C) without the consent of all Certificateholders, materially adversely affect the rights of the Holder of a Residual Certificate, including, without limitation, which might have the effect of increasing any taxes payable by the Holder of such Residual Certificate. Notwithstanding any other provision provisions of this Trust Agreement, clause (b)(iiB)(ii) of Section 7.02 this Section 9.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class BalanceBalance of such Class, (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.04 or its guaranty of the Certificates pursuant to Section 3.033.04, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including, without limitation, which might have the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Certificate Balances aggregating not less than 66% of the related Class Balance, (i) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.03, (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Certificate Principal Balances or Notional Principal Balances aggregating not less than 66% of the related Class Certificate Principal Balance or Class Notional Principal Balance, (i) compliance by Xxxxxx Xxx Fannie Mae with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx Fannie Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Fannie Mae’s guaranty of the Certificates pursuant to Section 3.033.04, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Fannie Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Fannie Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Certificate Balances aggregating not less than 66% of the related Class Balance, (i) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.033.04, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the Class 5-R Certificate, materially adversely affect the rights of the Holder of the Class 5-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe Class 5-R Certificate; or (D) without the consent of the Holder of the Class 5-RL Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 5-RL Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe Class 5-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Certificate Balances aggregating not less than 66% of the related Class Balance, (i) compliance by Xxxxxx Xxx Fannie Mae with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx Fannie Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Fannie Mae’s guaranty of the Certificates pursuant to Section 3.033.04, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Fannie Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Fannie Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing in the related Trust Fund having Certificate Principal Balances and Notional Principal Balances aggregating not less than 66% of the related Class Balanceaggregate of the Certificate Principal Balances or Notional Principal Balances, as applicable, of all of the Certificates of such Class, (i) compliance by Xxxxxx Xxx with any Farmer Mac witx xxx of the terms of this Trust Agreement or the related Issue Supplement may be waived or (ii) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, Farmer Mac may enter xxxxx into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or the related Issue Supplement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust AgreementAgreement and the related Issue Supplement; provided, however, provided that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Farmer Mac Guaxxxxxx with respect to the Certificates pursuant to Section 3.03of such Series, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (c) without the consent of the Holder of each Residual Certificate, adversely effect materially the rights of each such Holder, including, without limitation, which might have the effect of increasing any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiestaxes payable by such Holders. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written Farmer Mac shaxx xxxe notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Farmer Mac to give such xxxx xuch notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of the Residual Certificate, materially adversely affect the rights of the Holder of such Residual Certificate, including without limitation, by having the effect of increasing any other provision taxes payable by the Holder of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Class A Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class Balance, Certificate Principal Balance thereof and the Holder of the Class B Certificate (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.03, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates Certificates, the Middle Tier Regular Classes or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Middle Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including without limitation, by having the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Certificate Balances aggregating not less than 66% of the related Class Balance, (i) compliance by Xxxxxx Xxx Fannie Mae with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx Fannie Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Fannie Mae’s guaranty of the Certificates pursuant to Section 3.03, (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Fannie Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Fannie Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Original Certificate Balances aggregating not less than 66% of the related Original Class Certificate Balance, (i) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shallshall affect adversely the status of the Trust as a grantor trust under the Code, or: (a) without the consent of all Certificateholders affected thereby, reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders Certificateholders, (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.033.02, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class BalanceBalance of such Class, (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.04, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including, without limitation, which might have the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Redeemable Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class Balance, Certificate Principal Balance thereof and the Holder of each Redemption Certificate (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.03, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Certificate Balances aggregating not less than 66% of the related Original Class Balance, (i) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement supplemental agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates Certificateholders issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shallsupplemental agreement shall affect adversely the status of the Trust as a grantor trust under the Code, or: (a) without the consent of all of the Certificateholders affected thereby, reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders of the Certificateholders, (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.03, 3.04 or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessupplemental agreement. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreementsupplemental agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement supplemental agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreementsupplemental agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of the Residual Certificate, materially adversely affect the rights of the Holder of such Residual Certificate, including without limitation, by having the effect of increasing any other provision taxes payable by the Holder of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class BalanceCertificate Principal Balance of the Certificates of such Class (or, in the case of any Class of Interest Only Certificates, having Notional Principal Balances aggregating not less than 66% of the Class Notional Principal Balance of such Class) (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.03 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.05, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the Class 25-R Certificate, materially adversely affect the rights of the Holder of the Class 25-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe Class 25-R Certificate; or (D) without the consent of the Holder of the Class 25-RL Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 25-RL Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe Class 25-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class BalanceCertificate Principal Balance of the Certificates of such Class (or, in the case of any Class of Interest Only Certificates, having Notional Principal Balances aggregating not less than 66% of the Class Notional Principal Balance of such Class) (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.033.06, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of the Class 20-R Certificate, materially adversely affect the rights of the Holder of the Class 20-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of LiabilitiesClass 20-R Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class BalanceCertificate Principal Balance of the Certificates of such Class (or, in the case of any Class of Interest Only Certificates, having Notional Principal Balances aggregating not less than 66% of the Class Notional Principal Balance of such Class) (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.05, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the Class 72-R Certificate, materially adversely affect the rights of the Holder of the Class 72-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe Class 72-R Certificate; or (D) without the consent of the Holder of the Class 72-RL Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 72-RL Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe Class 72-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (i) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including without limitation, by having the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of the Residual Certificate, materially adversely affect the rights of the Holder of such Residual Certificate, including without limitation, by having the effect of increasing any other provision taxes payable by the Holder of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class BalanceCertificate Principal Balance of the Certificates of such Class (or, in the case of any Class of Interest Only Certificates, having Notional Principal Balances aggregating not less than 66% of the Class Notional Principal Balance of such Class) (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.03 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.05, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the Class 13-R Certificate, materially adversely affect the rights of the Holder of the Class 13-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe Class 13-R Certificate; or (D) without the consent of the Holder of the Class 13-RL Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 13-RL Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe Class 13-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (i) compliance a)compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates Base REMIC Classes pursuant to Section 3.032.04 or its guaranty of the Upper Tier REMIC Classes pursuant to Section 2.07, (ii) significantly change any permitted activity of the either REMIC Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement; or (C) without the consent of all Certificateholders, materially adversely affect the rights of the Holder of a Residual Certificate, including without limitation, by having the effect of increasing any taxes payable by the Holder of such Residual Certificate. Notwithstanding any other provision of this Trust Agreement, clause (b)(iiB)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class BalanceCertificate Principal Balance of such Class (or, in the case of the Class of Interest Only Certificates, having Notional Principal Balances aggregating not less than 66% of the Class Notional Principal Balance of such Class) (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.03 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.04, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the Class 7-R Certificate, materially adversely affect the rights of the Holder of the Class 7-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe Class 7-R Certificate; or (D) without the consent of the Holder of the Class 7-RL Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 7-RL Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe Class 7-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each affected Class representing having Certificate Balances aggregating not less than 66% of the related Class BalanceBalance of such Class, (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.04 or its guaranty of the Certificates pursuant to Section 3.033.04, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including, without limitation, which might have the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Original Certificate Balances aggregating not less than 66% of the related Original Class Certificate Balance, (i) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shallshall affect adversely the status of the Trust as a grantor trust under the Code, or: (a) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.033.02, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all related Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Group 6 Class pursuant to Section 2.04 or its guaranty of the Upper Tier Trust Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including without limitation, by having the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the Class 62-R Certificate, materially adversely affect the rights of the Holder of the Class 62-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe Class 62-R Certificate; or (D) without the consent of the Holder of the Class 62-RL Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 62-RL Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe Class 62-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Certificate Balances aggregating not less than 66% of the related Original Class Balance, (i) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement supplemental agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates Certificateholders issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shallsupplemental agreement shall affect adversely the status of the Trust as a grantor trust under the Code, or: (a) without the consent of all of the Certificateholders affected thereby, reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders of the Certificateholders, (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.03, 3.04 or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessupplemental agreement. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreementsupplemental agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement supplemental agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreementsupplemental agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the Class 2-R Certificate, materially adversely affect the rights of the Holder of the Class 2-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe Class 2-R Certificate; or (D) without the consent of the Holder of the Class 2-RL Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 2-RL Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe Class 2-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class BalanceCertificate Principal Balance for such Class (or, in the case of the Class of Interest Only Certificates, having Notional Principal Balances aggregating not less than 66% of the Class Notional Principal Balance of such Class), (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates obligations pursuant to Section 3.032.02 or Section 3.04, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of the Class 3-R Certificate, materially adversely affect the rights of the Holder of the Class 3-R Certificate, including, without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of LiabilitiesClass 3-R Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class BalanceCertificate Principal Balance of the Certificates of such Class (or, in the case of any Class of Interest Only Certificates, having Notional Principal Balances aggregating not less than 66% of the Class Notional Principal Balance of such Class) (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.05, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the Class 42-R Certificate, materially adversely affect the rights of the Holder of the Class 42-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe Class 42-R Certificate; or (D) without the consent of the Holder of the Class 42-RL Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 42-RL Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe Class 42-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Certificate Principal Balances aggregating not less than 66% of the related Class Certificate Principal Balance, (i) compliance by Xxxxxx Xxx Fannie Mae with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx Fannie Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Fannie Mae’s guaranty of the Certificates pursuant to Section 3.033.04, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Fannie Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Fannie Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, however that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; orCertificate;‌ (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including without limitation, by having the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the Class 46-R Certificate, materially adversely affect the rights of the Holder of the Class 46-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe Class 46-R Certificate; or (D) without the consent of the Holder of the Class 46-RL Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 46-RL Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe Class 46-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Class A Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class Balance, Certificate Principal Balance thereof and the Holder of the Class B Certificate (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.03, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class BalanceCertificate Principal Balance of such Class, (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.033.04, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of the Class 2-R Certificate, materially adversely affect the rights of the Holder of the Class 2-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of LiabilitiesClass 2-R Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all related Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including without limitation, by having the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the Class 6-R Certificate, materially adversely affect the rights of the Holder of the Class 6-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe Class 6-R Certificate; or (D) without the consent of the Holder of the Class 6-RL Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 6-RL Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe Class 6-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class BalanceCertificate Principal Balance of the Certificates of such Class (or, in the case of any Class of Interest Only Certificates, having Notional Principal Balances aggregating not less than 66% of the Class Notional Principal Balance of such Class) (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.033.06, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of the Class 1-R Certificate, materially adversely affect the rights of the Holder of the Class 1-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of LiabilitiesClass 1-R Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class BalanceBalance of such Class, (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates Certificates, the Upper Tier Regular Interests or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.04, its guaranty of the Upper Tier Regular Interests pursuant to Section 2.08 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.05, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including, without limitation, which might have the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Certificate Balances aggregating not less than 66% of the related Class Balance, (i) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx Fannie Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Fannie Mae’s guaranty of the Certificates pursuant to Section 3.03, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Fannie Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Fannie Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates Certificates, the Middle Tier Regular Interests or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests and the Middle Tier Regular Interests pursuant to Section 2.04 or its guaranty of the REMIC Certificates pursuant to Section 3.033.05 or its guaranty of the Grantor Trust Certificates pursuant to Section 3.09, (ii) significantly change any permitted activity of the any Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any ; or (C) without the consent of all Certificateholders [other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with than the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of the Grantor Trust Certificates. Any failure of Xxxxxx Xxx to give such notice], or any defect therein, shall not, however, in any way impair or materially adversely affect the validity rights of the Holder of a Residual Certificate, including without limitation, by having the effect of increasing any taxes payable by the Holder of such Supplemental AgreementResidual Certificate.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Certificate Principal Balances aggregating not less than 66% of the related Class Certificate Principal Balance, (i) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.033.04, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class BalanceCertificate Principal Balance for such Class (or, in the case of the Class of Interest Only Certificates, having Notional Principal Balances aggregating not less than 66% of the Class Notional Principal Balance of such Class), (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes obligations pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.04, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including, without limitation, which might have the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class BalanceCertificate Principal Balance of the Certificates of such Class (or, in the case of any Class of Interest Only Certificates, having Notional Principal Balances aggregating not less than 66% of the Class Notional Principal Balance of such Class) (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.05, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the Class 27-R Certificate, materially adversely affect the rights of the Holder of the Class 27-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe Class 27-R Certificate; or (D) without the consent of the Holder of the Class 27-RL Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 27-RL Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe Class 27-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Original Certificate Balances aggregating not less than 66% of the related Original Class Certificate Balance, (i) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shallshall affect adversely the status of the Trust as a grantor trust under the Code, or: (a) without the consent of all Certificateholders affected thereby, reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders Certificateholders, (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.033.02, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class BalanceCertificate Principal Balance of the Certificates of such Class (or, in the case of any Class of Interest Only Certificates, having Notional Principal Balances aggregating not less than 66% of the Class Notional Principal Balance of such Class) (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.05, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the Class 45-R Certificate, materially adversely affect the rights of the Holder of the Class 45-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe Class 45-R Certificate; or (D) without the consent of the Holder of the Class 45-RL Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 45-RL Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe Class 45-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class BalanceCertificate Principal Balance of the Certificates of such Class (or, in the case of any Class of Interest Only Certificates, having Notional Principal Balances aggregating not less than 66% of the Class Notional Principal Balance of such Class) (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.05, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the Class 28-R Certificate, materially adversely affect the rights of the Holder of the Class 28-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe Class 28-R Certificate; or (D) without the consent of the Holder of the Class 28-RL Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 28-RL Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe Class 28-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class BalanceBalance of such Class, (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.04 or its guaranty of the REMIC Certificates pursuant to Section 3.033.05, (ii) significantly change any permitted activity of the Trust either REMIC Trust, or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of all Certificateholders, materially adversely affect the rights of the Holder of a Residual Certificate, including without limitation, by having the effect of increasing any other provision taxes payable by the Holder of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class BalanceCertificate Principal Balance of the Certificates of such Class (or, in the case of any Class of Interest Only Certificates, having Notional Principal Balances aggregating not less than 66% of the Class Notional Principal Balance of such Class) (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.06, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the Class 16-R Certificate, materially adversely affect the rights of the Holder of the Class 16-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe Class 16-R Certificate; or (D) without the consent of the Holder of the Class 16-RL Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 16-RL Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe Class 16-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class BalanceCertificate Principal Balance of the Certificates of such Class (or, in the case of any Class of Interest Only Certificates, having Notional Principal Balances aggregating not less than 66% of the Class Notional Principal Balance of such Class) (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.06, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the R Class Certificate, materially adversely affect the rights of the Holder of the R Class Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe R Class Certificate; or (D) without the consent of the Holder of the RL Class Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the RL Class Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe RL Class Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class BalanceCertificate Principal Balance of the Certificates of such Class (or, in the case of any Class of Interest Only Certificates, having Notional Principal Balances aggregating not less than 66% of the Class Notional Principal Balance of such Class) (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.03 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.08, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the Class 28-R Certificate, materially adversely affect the rights of the Holder of the Class 28-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe Class 28-R Certificate; or (D) without the consent of the Holder of the Class 28-RL Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 28-RL Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe Class 28-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Certificate Insurer (except that, if a Certificate Insurer Default is continuing with respect to a Policy, the Certificate Insurer shall have a right to consent only (i) if such matter would have an adverse effect on the Certificate Insurer, or (ii) to the extent such matter affects Class A Certificates not covered by the Policy under which such Certificate Insurer Default if occurring, but, in all circumstances, shall have merely the right to receive written notice of such amendment ten days in advance) and the Holders of Certificates of each Class representing Original Certificate Balances aggregating not less than 66% of the related Original Class Balance, (i) compliance by Xxxxxx Xxx Mae, in any of its capacities, with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx MaeXxx, in any of its corporate capacity and in its capacity as Trusteecapacities hereunder, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shallshall affect adversely the status of the Trust as a grantor trust under the Code, or: (a) without the consent of all Certificateholders affected thereby, reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders Certificateholders, (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.03, 4.3 or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for the Certificate Insurer or the Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if the Certificate Insurer and such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae the Trustee shall give written notice thereof to the Certificate Insurer and the Holders of Certificates. Any failure of Xxxxxx Xxx the Trustee to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.03 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.04, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the Class 3-R Certificate, materially adversely affect the rights of the Holder of the Class 3-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe Class 3-R Certificate; or (D) without the consent of the Holder of the Class 3-RL Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 3-RL Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe Class 3-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of any other provision Holder of this Trust Agreementany Class 8-R Certificate, clause materially adversely affect the rights of such Holder, including without limitation, which might have the effect of increasing any taxes payable by such Holder; or (b)(iiD) without the consent of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 8-RL Certificate, materially adversely affect the rights of Financial Accounting Standards No. 140the Holder of the Class 8-RL Certificate, Accounting for Transfers and Servicing including without limitation, which might have the effect of Financial Assets and Extinguishments increasing any taxes payable by the Holder of Liabilitiesthe Class 8-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.03 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.04, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the Class 4-R Certificate, materially adversely affect the rights of the Holder of the Class 4-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe Class 4-R Certificate; or (D) without the consent of the Holder of the Class 4-RL Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 4-RL Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe Class 4-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (a) A. without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (b) B. without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.033.04, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or C. without the consent of the Holder of the Class T5-R Certificate, materially adversely affect the rights of the Holder of the Class T5-R Certificate, including without limitation, by having the effect of increasing any other provision taxes payable by the Holder of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of LiabilitiesClass T5-R Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class BalanceCertificate Principal Balance of the Certificates of such Class (or, in the case of any Class of Interest Only Certificates, having Notional Principal Balances aggregating not less than 66% of the Class Notional Principal Balance of such Class) (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.05, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the Class 2-R Certificate, materially adversely affect the rights of the Holder of the Class 2-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe Class 2-R Certificate; or (D) without the consent of the Holder of the Class 2-RL Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 2-RL Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe Class 2-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class BalanceBalance of such Class, (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates Certificates, the Upper Tier Regular Interests, the Middle Tier Regular Interests or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.04, its guaranty of the Middle Tier Interests pursuant to Section 2.06, its guaranty of the Upper Tier Regular Interests pursuant to Section 2.08 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.05, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including, without limitation, which might have the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class Balance, Certificate Principal Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.033.04, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of the Class 2-R Certificate, materially adversely affect the rights of the Holder of the Class 2-R Certificate, including without limitation, by having the effect of increasing any other provision taxes payable by the Holder of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of LiabilitiesClass 2-R Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Certificate Principal Balances or Notional Principal Balances aggregating not less than 66% of the related Class Certificate Principal Balance or Class Notional Principal Balance, as applicable, (i) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.033.02, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class BalanceCertificate Principal Balance of the Certificates of such Class (or, in the case of any Class of Interest Only Certificates, having Notional Principal Balances aggregating not less than 66% of the Class Notional Principal Balance of such Class) (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.03 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.05, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the Class 27-R Certificate, materially adversely affect the rights of the Holder of the Class 27-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe Class 27-R Certificate; or (D) without the consent of the Holder of the Class 27-RL Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 27-RL Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe Class 27-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class BalanceCertificate Principal Balance of the Certificates of such Class (or, in the case of any Class of Interest Only Certificates, having Notional Principal Balances aggregating not less than 66% of the Class Notional Principal Balance of such Class) (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.03 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.06, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the Class 11-R Certificate, materially adversely affect the rights of the Holder of the Class 11-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe Class 11-R Certificate; or (D) without the consent of the Holder of the Class 11-RL Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 11-RL Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe Class 11-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, (ii) significantly change any permitted activity activities of the Trust any trust created hereunder or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement; or (C) without the consent of all Certificateholders, materially adversely affect the rights of the Holder of a Residual Certificate, including without limitation, by having the effect of increasing any taxes payable by the Holder of such Residual Certificate. Notwithstanding any other provision of this Trust Agreement, clause (b)(iiB)(ii) of Section 7.02 this Section 9.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class BalanceCertificate Principal Balance of the Certificates of such Class (or, in the case of any Class of Interest Only Certificates, having Notional Principal Balances aggregating not less than 66% of the Class Notional Principal Balance of such Class) (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.06, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the Class 29-R Certificate, materially adversely affect the rights of the Holder of the Class 29-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe Class 29-R Certificate; or (D) without the consent of the Holder of the Class 29-RL Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 29-RL Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe Class 29-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class BalanceBalance of such Class, (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.04 or its guaranty of the REMIC Certificates pursuant to Section 3.033.05, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including, without limitation, which might have the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Certificate Balances aggregating not less than 66% of the related Class BalanceCertificates, (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Interests pursuant to Section 2.04 or its guaranty of the Certificates pursuant to Section 3.033.04, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including, without limitation, which might have the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Certificate Principal Balances or Notional Principal Balances aggregating not less than 66% of the related Class Certificate Principal Balance or Class Notional Principal Balance, (i) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.033.04, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing in the related Trust Fund having Certificate Principal Balances and Notional Principal Balances aggregating not less than 66% of the related Class Balanceaggregate of the Certificate Principal Balances or Notional Principal Balances, as applicable, of all of the Certificates of such Class, (i) compliance by Xxxxxx Xxx Mac with any of the terms of this Trust Agreement or the related Issue Supplement may be waived or (ii) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, Mac may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or the related Issue Supplement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust AgreementAgreement and the related Issue Supplement; provided, however, provided that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify the Xxxxxx Mae’s guaranty of Mac Guarantee with respect to the Certificates pursuant to Section 3.03of such Series, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Mac shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mac to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing Certificate Balances aggregating not less than 66% of the related Class Balance, (i) compliance by Xxxxxx Xxx Fannie Mae with any of the terms of this Trust Agreement may be waived or (ii) Xxxxxx Fannie Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (a) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Fannie Mae’s guaranty of the Certificates pursuant to Section 3.033.04, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding any other provision of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Fannie Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Fannie Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of any other provision Holder of this Trust Agreementany Residual Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with such Holder, including without limitation, which might have the requirements effect of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiesincreasing any taxes payable by such Holder. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Principal Balances aggregating not less than 66% of the related Class BalanceCertificate Principal Balance of the Certificates of such Class (or, in the case of any Class of Interest Only Certificates, having Notional Principal Balances aggregating not less than 66% of the Class Notional Principal Balance of such Class) (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Interests issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Interests pursuant to Section 2.03 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.08, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of the Class 35-R Certificate, materially adversely affect the rights of the Holder of any other provision Residual Certificate, including without limitation, which might have the effect of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiesincreasing any taxes payable by any such Holder. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of the Residual Certificate, materially adversely affect the rights of the Holder of such Residual Certificate, including without limitation, by having the effect of increasing any other provision taxes payable by the Holder of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, provided that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; (C) without the consent of the Holder of the Class 58-R Certificate, materially adversely affect the rights of the Holder of the Class 58-R Certificate, including without limitation, which might have the effect of increasing any other provision taxes payable by the Holder of this Trust Agreementthe Class 58-R Certificate; or (D) without the consent of the Holder of the Class 58-RL Certificate, clause (b)(ii) materially adversely affect the rights of Section 7.02 shall be interpreted in a manner consistent with the requirements Holder of Statement the Class 58-RL Certificate, including without limitation, which might have the effect of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing increasing any taxes payable by the Holder of Financial Assets and Extinguishments of Liabilitiesthe Class 58-RL Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx Mae with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx MaeXxx, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes pursuant to Section 2.04 or its guaranty of the Trust Fund Certificates pursuant to Section 3.033.07, (ii) significantly change any permitted activity of the any Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement; or (C) without the consent of all Certificateholders, materially adversely affect the rights of the Holder of a Residual Certificate, including without limitation, by having the effect of increasing any taxes payable by the Holder of such Residual Certificate. Notwithstanding any other provision of this Trust Agreement, clause (b)(iiB)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class Balance, Balance of such Class (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates or the Lower Tier Regular Classes issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all related Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Lower Tier Regular Classes and the Group 2 Classes pursuant to Section 2.04 or its guaranty of the Upper Tier Trust Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of any other provision Residual Certificate, materially adversely affect the rights of this Trust Agreementthe Holder of such Residual Certificate, clause (b)(ii) including without limitation, by having the effect of Section 7.02 shall be interpreted in a manner consistent with increasing any taxes payable by the requirements Holder of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiessuch Residual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae Xxx shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.

Waivers and Supplemental Agreements with Consent of Holders. With To the extent not permitted by Section 10.01, with the consent of the Holders of Certificates of Required Certificateholder with respect to each Class representing Certificate Balances aggregating not less than 66% of the related Class BalanceSeries which is affected thereby, (i) compliance by Xxxxxx Xxx the Master Servicer or the Trustee with any of the terms of this Trust Master Agreement may be waived or (ii) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, the parties hereto may enter into any Supplemental Agreement supplemental agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Master Agreement and any Issue Supplement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Master Agreement; provided, however, provided that no such waiver or Supplemental Agreement supplemental agreement shall: (a) without the consent of all Certificateholders affected thereby, reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or (b) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty Certificateholders, remove the aforesaid consent of the Certificates pursuant to Section 3.03, (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent Required Certificateholder to any waiver or any Supplemental Agreement. Notwithstanding any other provision supplemental agreement; or (c) without the consent of this all Certificateholders, alter the classification of the Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in Fund as a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting grantor trust for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiesfederal income tax purposes. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreementsupplemental agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement supplemental agreement pursuant to this Section, Xxxxxx Mae the Calculation and Paying Agent shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx the Calculation and Paying Agent to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreementsupplemental agreement.

Waivers and Supplemental Agreements with Consent of Holders. With the consent of the Holders of Certificates of each Class representing having Certificate Balances aggregating not less than 66% of the related Class BalanceBalance of such Class, (ia) compliance by Xxxxxx Xxx with any of the terms of this Trust Agreement may be waived or (iib) Xxxxxx Mae, in its corporate capacity and in its capacity as Trustee, may enter into any Supplemental Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the Holders of the Certificates issued under this Trust Agreement; provided, however, that no such waiver or Supplemental Agreement shall: (aA) without the consent of all Certificateholders affected thereby reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; or; (bB) without the consent of all Certificateholders (i) terminate or modify Xxxxxx Mae’s guaranty of the Certificates pursuant to Section 3.033.07, or (ii) significantly change any permitted activity of the Trust or (iii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement. Notwithstanding ; or (C) without the consent of the Holder of the Residual Certificate, materially adversely affect the rights of the Holder of the Residual Certificate, including, without limitation, by having the effect of increasing any other provision taxes payable by the Holder of this Trust Agreement, clause (b)(ii) of Section 7.02 shall be interpreted in a manner consistent with the requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of LiabilitiesResidual Certificate. It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section, Xxxxxx Mae shall give written notice thereof to Holders of Certificates. Any failure of Xxxxxx Xxx to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement.