Base Offering Circular – Multifamily 24 to any Holder, or the right of any Holder to institute suit for the enforcement of any payment, without the consent of each affected Holder. The Trustee The Trustee may resign at any time by giving written notice to Ginnie Mae.  Upon notice of the Trustee’s resignation, Ginnie Mae will appoint a successor Trustee.  Ginnie Mae also may remove the Trustee and appoint a successor if the Trustee breaches its obligations under the Trust Agreement, if the Trustee ceases to be eligible to continue as the Trustee under the related Trust Agreement or if the Trustee becomes incapable of acting, or is adjudged a bankrupt or becomes insolvent, or a receiver for the Trustee or its property is appointed, or any public officer takes control of the Trustee or its property for the purpose of rehabilitation, conservation or liquidation of that property. Any resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the acceptance of the appointment by a successor Trustee. Tax Matters Person The Tax Administrator will serve as the agent for the Tax Matters Person of each related Trust REMIC.  Each Holder of a Residual Security, by its acquisition of such Security, consents to the appointment of the Tax Administrator as such agent on behalf of such Holder if that Holder would by virtue of its ownership percentage be treated as the Tax Matters Person for the related Trust REMIC.  No successor agent may be appointed without the consent of Ginnie Mae. Tax Administrator The Tax Administrator, which may be the same person as the Trustee, generally is responsible for the federal and state tax administration of the Trust and the related Trust REMIC or Trust REMICs.  Foremost among the Tax Administrator’s duties will be the preparation of the income tax returns and reports of the Trust and the related Trust REMIC or Trust REMICs and the related underlying tax accounting.  Additional information about the duties and activities of the Tax Administrator is set forth in “Certain Federal Income Tax Consequences.” REMIC Reporting Each Trust Agreement will require the Tax Administrator to undertake the following responsibilities, among others in respect of the related Trust: (a)  to cause an election to be made with respect to each related Asset Pool to be treated as a REMIC; (b) to prepare and cause to be timely filed a Form 8811 and to prepare and cause to be filed annually, on a calendar year basis, Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return and any other required federal or state tax returns with respect to each related Trust REMIC and the related Trust;