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Government National Mortgage Association
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GINNIE MAE®
MULTICLASS SECURITIES GUIDE
Part III: Ginnie Mae Platinum Securities Transactions
December 1, 2008
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
MULTICLASS SECURITIES GUIDE
(December 1, 2008 Edition)
Page Number
PART III: GINNIE MAE PLATINUM SECURITIES TRANSACTIONS
A.
INTRODUCTION TO GINNIE MAE ....................................................................................III-1-1
1.
2.
3.
4.
5.
Overview..........................................................................................................................III-1-1
How the Issuance of Ginnie Mae Platinum Securities Works .........................................III-1-1
Ginnie Mae Platinum Guaranty Fee ................................................................................III-1-2
Issuance Procedures Summary ........................................................................................III-1-2
Step-by-Step Summary ....................................................................................................III-1-3
B.
KEY CONTACTS ...................................................................................................................III-2-1
C.
CASH FEE...............................................................................................................................III-3-1
D.
ISSUANCE PROCEDURES ...................................................................................................III-4-1
1.
2.
3.
4.
E.
ISSUANCE FORMS
1.
2.
3.
4.
5.
6.
F.
Normal Submission Procedures.......................................................................................III-4-1
Correction Procedures......................................................................................................III-4-3
Electronic Submission Procedures...................................................................................III-4-3
Withdrawal Prior to Issuance Procedures ........................................................................III-4-9
Certification of Ginnie Mae Platinum Pool and Certificate Deposit Agreement and
Instructions ......................................................................................................................III-5-1
MBS Schedule and Instructions.......................................................................................III-5-5
MBS Schedule Change Form ..........................................................................................III-5-6
Fax Confirmation Form ...................................................................................................III-5-7
Trust Receipt....................................................................................................................III-5-8
Trust Receipt Delivery Instructions ...............................................................................III-5-10
ISSUANCE INFORMATION .................................................................................................III-6-1
1.
2.
3.
4.
Using Ginnie Mae’s Multiclass Securities e-Access To Print Information .....................III-6-1
Using e-Access To Print Offering Circular .....................................................................III-6-1
File Layout for Ginnie Mae Platinum Pool Collateral File..............................................III-6-2
File Layout for Ginnie Mae Platinum Pool Collateral File..............................................III-6-3
(i)
5.
6.
7.
G.
WARM and WALA Calculations for Ginnie Mae Platinum Pools .................................III-6-4
Submission and Issuance Dates for Ginnie Mae Platinum Pools ....................................III-6-6
Issuance Timeline ............................................................................................................III-6-7
OTHER OPERATIONAL DOCUMENTS
1.
2.
3.
4.
5.
Amended and Restated Ginnie Mae Platinum Trust Agreement .....................................III-7-1
Form of Ginnie Mae Platinum Certificate .....................................................................III-7-21
Ginnie Mae Platinum Certificates Guaranty Agreement ...............................................III-7-29
Ginnie Mae Platinum Certificates Base Offering Circular ..............................................III-8-1
Form of Ginnie Mae Platinum Offering Circular Supplement ........................................III-9-1
H.
EARLY TERMINATION OF PLATINUM POOL ..............................................................III-10-1
I.
GLOSSARY ..........................................................................................................................III-11-1
(ii)
A.
1.
INTRODUCTION TO GINNIE MAE
PLATINUM SECURITIES
Overview
Ginnie Mae Platinum Securities are issued through the Ginnie Mae Multiclass Securities
Program. Ginnie Mae Platinum Securities provide holders of MBS with greater market and operating
efficiencies. Investors who hold multiple pools of MBS can combine new or existing MBS into a single
Ginnie Mae Platinum Certificate comprising such MBS. Once a Ginnie Mae Platinum Certificate has
been created, it can be used efficiently in structured finance transactions, repurchase transactions and
general trading.
Ginnie Mae Platinum Certificates are good delivery against Ginnie Mae TBA transactions, even
if the underlying MBS have a current remaining term to maturity of less than 28 years.
This overview is intended to introduce Ginnie Mae Platinum Securities to prospective Depositors.
For more complete information on Ginnie Mae Platinum Securities, please review the detailed description
following this introduction. Additional information may be obtained about Ginnie Mae Platinum
Securities by calling the Administrator at either (212) 815-2086 or (212) 815-2215 during (New York
City) business hours.
Capitalized terms used but not defined have the meanings assigned to them in the Glossary,
which is found in Section I. of this Part III of the Ginnie Mae Multiclass Securities Guide. The terms
“Ginnie Mae Platinum” and “GNMA Platinum” are registered in the United States Patent and Trademark
Office.
Information regarding the processing and issuance of the Ginnie Mae Platinum Securities may be
obtained from Ginnie Mae’s website.
2.
How the Issuance of Ginnie Mae Platinum Securities Works
Ginnie Mae Platinum Securities are designed for owners of Ginnie Mae Certificates who wish to
aggregate their separate Ginnie Mae Certificates into a single Ginnie Mae Platinum Certificate. As
described further herein, Ginnie Mae Platinum Securities permit the aggregation of Ginnie Mae I
Certificates with other Ginnie Mae I Certificates, or the aggregation of fixed rate Ginnie Mae II
Certificates with other fixed rate Ginnie Mae II Certificates (such Ginnie Mae I and II Certificates are
referred to herein as “Ginnie Mae Certificates” or as “MBS Assets”). In each case, the Ginnie Mae
Certificates to be aggregated must be held in book-entry form, must be all either thirty-year or fifteenyear MBS, must have an aggregate remaining principal balance of at least $10,005,000, as well as the
same Pool Type and Certificate Rate. The newly issued Ginnie Mae Platinum Certificate will have an
original principal balance equal to the aggregate remaining principal balance of the underlying Ginnie
Mae Certificates as of the Issuance Date, minus $5,000, that will be used to pay certain fees related to the
issuance of the Ginnie Mae Platinum Certificate (see “—Ginnie Mae Platinum Guaranty Fee” below).
All Ginnie Mae Platinum Certificate pools will have a six digit pool number beginning with “78”
that will be preceded by a prefix to denote the original term to maturity of the mortgage loans underlying
the MBS comprising the MBS Assets, and ending with a suffix that will denote the type of MBS
comprising the MBS Assets. The prefix “SP” will denote 30-year MBS Assets and the prefix “JP” will
III-1-1
denote 15-year MBS Assets. The suffix “X,” will denote MBS Assets consisting of Ginnie Mae I
Certificates. The suffix “C” or “M,” will denote MBS Assets consisting of Ginnie Mae II Certificates.
Ginnie Mae guarantees the timely payment of principal and interest on each Ginnie Mae Platinum
Certificate in accordance with its terms; this guaranty is backed by the full faith and credit of the United
States.
Ginnie Mae Platinum Certificates may be issued in any month following that month’s publication
of the factor tape for the underlying Ginnie Mae Certificates. The factor tape for Ginnie Mae I
Certificates is issued on the sixth Business Day of each month. The factor tape for Ginnie Mae II
Certificates is issued on the seventh Business Day of each month. The Submission Date for Ginnie Mae
Platinum Certificates may not occur until on or after the eighth Business Day of the month. As described
herein, Ginnie Mae Platinum Certificates are issued through The Bank of New York (“BONY”), the
“Administrator” or the “Trustee”, as applicable), which serves as Ginnie Mae’s Administrator and Trustee
for each Ginnie Mae Platinum Series.
3.
Ginnie Mae Platinum Guaranty Fee
For each issuance of Ginnie Mae Platinum Certificates, the Depositor must pay to Ginnie Mae its
Ginnie Mae Platinum Guaranty Fee, a portion of which will be payable in cash and the remaining portion
of which will be payable through the Depositor’s overcollateralization of such Ginnie Mae Platinum
Series by depositing into the Ginnie Mae Platinum Trust MBS Assets with a remaining principal balance
$5,000 greater than the original principal balance of the proposed Ginnie Mae Platinum Certificate.
The Cash Fee, which is payable by the Depositor to Ginnie Mae (through the Administrator) by
the Business Day prior to the issuance of the related Ginnie Mae Platinum Certificate, is equal to:
•
(a) the original principal balance of the proposed Ginnie Mae Platinum Securities
multiplied by (b) a percentage determined by reference to the remaining principal
balance of the MBS Assets as of the Submission Date, the certificate rate, and the
number of certificates comprising the MBS Assets less (c) $5,000.
In addition to the Cash Fee, the Depositor is responsible for the Non-Cash Fee, which is payable
by the allocation of a $5,000 portion of the underlying MBS Assets to the creation of the Ginnie Mae
Platinum PO Bond. The Ginnie Mae Platinum PO Bond will be delivered to the Administrator who will
be entitled to distributions on such security as compensation for its services. Interest distributions
attributable to the additional $5,000 undivided interest in the related Series (made possible by the deposit
into the Trust of the Non-Cash Fee) will be payable to the Trustee as compensation for its services.
4.
Issuance Procedures Summary
In order to begin the issuance process for a Ginnie Mae Platinum Certificate, a Depositor must
submit an executed Deposit Agreement.
Each Ginnie Mae Platinum Certificate will be issued on the first Business Day after the
Submission Date (the “Settlement Date”), which is the date on which the Depositor submits the Deposit
Agreement and the MBS Assets to the Administrator. Following the submission of the executed Deposit
Agreement, the Administrator creates a “pool header,” which assigns a pool number and the CUSIP
number for the Platinum pool. The Administrator will send the Depositor a Confirmation by facsimile
which includes the pool number and CUSIP number for the Platinum pool. In addition, the Depositor will
III-1-2
be furnished with a Limited Purpose Account (the “LPA”) number for the use of sending the MBS Assets
to the Federal Reserve Bank of New York.
Certification Period
The Certification Period is the period commencing with the Submission Date and continuing
through the Settlement Date. By the Submission Date, the Depositor must have obtained from Ginnie
Mae’s website or the Administrator a Deposit Agreement and an MBS Schedule, completed such
documents, and submitted them to the Administrator.
The Depositor must transfer the MBS Assets set forth on the MBS Schedule to the Federal
Reserve Bank of New York according to the instructions set forth in the Confirmation. The Depositor
will send to the Administrator instructions for the Trust Receipt. Upon verification of the transfer and
following receipt of the trust receipt instructions, the Administrator will prepare a Trust Receipt and fax
to the Depositor. The Administrator will confirm to the Depositor the Cash Fee due. NOTE: Receipt of
the Cash Fee must be made prior to the Settlement Date. The Administrator will commence certifying the
information on the MBS Schedule as it relates to the MBS Assets.
On the Settlement Date, the Administrator will deliver the Ginnie Mae Platinum Certificate to the
Federal Reserve Bank of New York’s custodian and the $5,000 Ginnie Mae Platinum PO Bond to the
Administrator’s custodian. The Administrator will thereafter promptly post the related Offering Circular
on Ginnie Mae’s website.
5.
Step-by-Step Summary
The following is a ten-step summary of the above-outlined Ginnie Mae Platinum Securities
issuance process.
Prior to Submission Date
1.
2.
The Depositor collects Ginnie Mae I Certificates or Ginnie Mae II Certificates
that:
(a)
are in book-entry form;
(b)
are all of the same type (e.g., all single-family, level payment);
(c)
have the same fixed coupon;
(d)
have the same original term to maturity (e.g., 30 years or 15 years); and
(e)
have an aggregate remaining principal balance (according to the sixth
Business Day of the month “A” factor tape for Ginnie Mae I Certificates,
or the seventh Business Day of the month “B” factor tape for Ginnie Mae
II Certificates) equal to the sum of the desired original principal balances
of the related (i) Ginnie Mae Platinum Certificate and (ii) Ginnie Mae
Platinum PO Bond.
The Depositor obtains from the Administrator and completes a Deposit
Agreement and the MBS Schedule.
III-1-3
Submission Date
3.
No later than 11:00 a.m. on the Submission Date, the Depositor submits to the
Administrator by fax or hand delivery an executed and completed Deposit
Agreement which includes good delivery instructions (the Clearing Bank’s ABA
number and Third Party Name/Secondary account) and a Settlement Date and a
completed MBS Schedule. Schedules may also be submitted electronically. For
electronic submissions, the MBS Schedule of underlying pools must have one
Ginnie Mae MBS Certificate equal to the longest remaining term to maturity.
4.
The Depositor receives the Confirmation from the Administrator which includes:
a Ginnie Mae Platinum pool number, a CUSIP number and an LPA. The
Certification Period commences with the Submission Date and continues through
the Settlement Date. The Settlement Date occurs one Business Day after the
Submission Date.
Certification Period Prior to Settlement Date
5.
On the Submission Date, the Depositor must transfer the MBS Assets set forth on
the MBS Schedule to the LPA at the Federal Reserve Bank of New York.
6.
The Administrator verifies the characteristics of the MBS Assets and confirms
that the MBS Assets have been transferred to the related LPA at the Federal
Reserve Bank of New York. If any discrepancies are discovered then the
Settlement Date will be delayed by one Business Day. (See Corrections below
for discrepancy procedures.)
The Depositor will fax to the Administrator trust receipt instructions. The
Administrator will prepare the Trust Receipt and fax it to the Depositor. The
Administrator will inform the Depositor of the Cash Fee payable by the
Depositor and the Depositor must transit the Cash Fee prior to the Settlement
Date.
7.
The Administrator provides a term sheet with all pool data including pool
number, issue date, maturity date, first payment date, CUSIP number, interest
rate and other pertinent information to the Federal Reserve Bank of New York
for the Ginnie Mae Platinum Certificate.
Settlement Date
8.
On the Settlement Date, the Ginnie Mae Platinum Trust will issue the Ginnie
Mae Platinum Securities. The Settlement Date will occur on the first Business
Day after the Submission Date (if no corrections are required).
9.
A Ginnie Mae Platinum Certificate is delivered to the Depositor’s account at the
Federal Reserve Bank of New York, the $5,000 Ginnie Mae Platinum PO Bond
is issued and sent to the Administrator’s custodian.
10.
An Offering Circular Supplement (that contains transaction specific information)
and the Collateral File are posted on Ginnie Mae’s website for each Ginnie Mae
Platinum Series.
III-1-4
Note that the Certification Period may be extended over a period greater than one day. First, in
the event that a Depositor does not have $10 million in underlying MBS assets on the Submission Date,
the Depositor may choose to extend the Settlement Date until later in the month, after sufficient collateral
has been obtained. In this circumstance, the Depositor determines the desired Settlement Date; however,
this date must fall within the same month as the Submission Date.
Second, if the Administrator discovers any discrepancies during the verification process, then the
Certification Period will be extended to permit corrections of the discrepancies, as described under
“Issuance Procedures—Correction Procedures” below.
The Depositor needs custody of all MBS Assets to initiate the Platinum pool process. On this day
(the Submission Date), the Administrator reserves an LPA at the Federal Reserve Bank of New York, and
sends to the Depositor a confirmation stating the future Platinum pool’s LPA number, CUSIP number,
and pool number. The Depositor must remit to the Administrator a completed MBS Schedule and
Deposit Agreement, as well as the Cash Fee in full. From this stage on, the Platinum pool process
continues as stated in the “Issuance Process” above.
III-1-5
B.
KEY CONTACTS
Depositors interested in creating a Ginnie Mae Platinum Certificate should contact BONY, as
Administrator, at the address set forth below. Anyone interested in obtaining a copy of the Ginnie Mae
Multiclass Securities Guide or information regarding access to Ginnie Mae’s Platinum Upload Page may
do so by calling 1-800-234-GNMA, option 2.
Addresses of key contacts for the issuance and administration of Ginnie Mae Platinum Securities are as
follows:
(i)
Administrator and Trustee - The Bank of New York, 101 Barclay Street, 8th Floor East, New
York, NY 10286, Attention: Yvonne Vinson (212) 815-2215 or Evan Del Colle (212) 815-2086,
Fax: (212) 313-0107; and
(ii)
Ginnie Mae, 550 12th Street, S.W., Third Floor, Washington, D.C. 20024, Attention: Kirk D.
Freeman, Vice President, Capital Markets, Telephone (202) 401-8970, Fax: (202) 401-8857.
III-2-1
C.
CASH FEE
To create a Ginnie Mae Platinum Certificate, the Depositor must pay the Cash Fee to Ginnie Mae
(through the Administrator) on the Submission Date, which is one Business Day prior to the Settlement
Date. The Cash Fee is set forth below and is followed by an example of the calculation of the Cash Fee.
In addition to the Cash Fee, the Depositor is responsible for a Non-Cash Fee, which is payable by the
allocation of a $5,000 portion of the underlying MBS Assets to the creation of a Ginnie Mae Platinum PO
Bond that is used to pay the fees of the Administrator, and the related excess interest that is used to pay
the fees of the Trustee.
It should be noted that the Ginnie Mae Platinum Guaranty Fee may be changed from time to time
at Ginnie Mae’s discretion. The Ginnie Mae Platinum Guaranty Fee schedule is posted on Ginnie Mae’s
website, www.ginniemae.gov. In addition, the fee schedule is available on Bloomberg and is posted on
Ginnie Mae's contributed pages, which can be accessed with the command GNMA . A fee
calculator is also available on Ginnie Mae’s website.
The Cash Fee is calculated by (A) multiplying the sum of the remaining principal balance of the
MBS Assets to be delivered in exchange for the Ginnie Mae Platinum Certificate and the Ginnie Mae
Platinum PO Bond referred to below (collectively, the “Ginnie Mae Platinum Securities”) by a percentage
that is determined by reference to the remaining principal balance of the MBS Assets as of the
Submission Date, and (B) subtracting $5,000 from the product determined in clause (A). A matrix
detailing the current Cash Fee structure is available on Ginnie Mae’s website, www.ginniemae.gov. It
also is available on Bloomberg and is posted on Ginnie Mae's contributed pages, which can be accessed
with the command GNMA .
III-3-1
D.
1.
ISSUANCE PROCEDURES
Normal Submission Procedures
a.
A Depositor must first obtain a Deposit Agreement (each of which has an MBS Schedule
attached to it) and instructions from the Administrator. A Deposit Agreement can be obtained by calling
1-800-234-GNMA, option 2; in addition, such forms are also available on Ginnie Mae’s website and Part
III of the Ginnie Mae Multiclass Securities Guide. After a Depositor has completed and executed the
Deposit Agreement and has completed the electronic MBS Schedule attached thereto, it must fax or
deliver the form to the Administrator at the following address:
The Bank of New York
Ginnie Mae Platinum Pool Processing Unit
Ginnie Mae Relationship Services
101 Barclay Street, 8th Floor East
New York, NY 10286
Attention:
Fax:
Yvonne Vinson
Evan Del Colle
Telephone: (212) 815-2215 or
Telephone: (212) 815-2086
(212) 313-0107
Once completed, the MBS Schedule must be submitted electronically (see “– Electronic
Submission Procedures” below). It should be noted that any form received by the Administrator
after 1:00 p.m. Eastern time will be treated as having been received on the next Business Day.
The Depositor should make certain that the “Contact Person” identified on the bottom of the
Deposit Agreement is the person that the Administrator should contact if issues regarding the issuance of
the Ginnie Mae Platinum Certificates should arise.
b.
After the Deposit Agreement and the MBS Schedule have both been submitted to the
Administrator, the Depositor must wire the Cash Fee to the Administrator to the following account:
Bank name:
Bank ABA No.:
Account No.:
Account name:
The Bank of New York
021000018
8900646497
Ginnie Mae Platinum Account
Attention:
Yvonne Vinson
Ginnie Mae Relationship Services
101 Barclay Street, 8th Floor East
New York, NY 10286
The date on which the requirements of paragraph a. above and this paragraph b. have been
completed will be the Submission Date for such issuance of Ginnie Mae Platinum Securities. The
Submission Date is the Business Day immediately preceding the Settlement Date. The Cash Fee must be
received by the Administrator no later than 2:30 p.m. Eastern time on the Submission Date. If the Cash
Fee is not received, the Submission Date will be delayed until the next Business Day.
III-4-1
c.
Upon receipt of the executed Deposit Agreement, the Administrator will fax a
Confirmation to the Depositor (usually on the same Business Day) containing the following information:
(i)
Ginnie Mae Platinum pool number;
(ii)
CUSIP number for the Ginnie Mae Platinum Certificate;
(iii)
Account number for the LPA at the Federal Reserve Bank of New York to which
the MBS Assets must be transferred by the end of the second Business Day of the
Certification Period;
(iv)
The Receiving Bank (Clearing Bank) ABA Number and Third Party name
(Secondary Account) at the Federal Reserve Bank of New York;
(v)
Amount of the Cash Fee that is to be paid; and
(vi)
Settlement Date.
d.
After the transfer of the MBS Assets to the appropriate LPA, the transfer must be verified
by the Administrator. By the close of business on the Submission Date, the Administrator, as instructed
by the Depositor, will issue a copy of a Trust Receipt via facsimile transmission that sets forth that such
MBS Assets are being held in the LPA identified on the Deposit Agreement, with the original Trust
Receipt with a listing of the MBS Assets being retained at the Office of the Administrator. The Depositor
may arrange to pick up the Trust Receipt from the Office of the Administrator.
e.
The Administrator will verify the characteristics of the MBS Assets and will confirm that
the MBS Assets have been moved to the related LPA at the Federal Reserve Bank of New York by 2:30
p.m. Eastern time on the Submission Date. If there is a problem or any discrepancies are discovered, the
Administrator will call the “Contact Person” identified in the Deposit Agreement.
f.
On the Settlement Date, the Ginnie Mae Platinum Trust will issue the Ginnie Mae
Platinum Securities and the Ginnie Mae Platinum Securities will be delivered as follows:
(i)
The Book-Entry Ginnie Mae Platinum Securities will be delivered to the Federal
Reserve Bank of New York.
(ii)
The Certificated Ginnie Mae Platinum Securities will be delivered to the
respective Holders.
(iii)
The Ginnie Mae Platinum PO Bond in the amount of $5,000 will be delivered to
the Administrator’s custodian.
g.
On the Settlement Date, the Administrator will post the Offering Circular Supplement
that contains transaction-specific information and the collateral with respect to the Ginnie Mae Platinum
Securities) on Ginnie Mae’s website. The Depositor may also receive an Offering Circular in physical
form from the Administrator that will be available to be delivered to purchasers of the Ginnie Mae
Platinum Certificate by calling 1-800-234-GNMA, option 2.
III-4-2
2.
Correction Procedures
When the Deposit Agreement and the MBS Schedule are received from the Depositor for the
issuance of a new Ginnie Mae Platinum Certificate, the Administrator will verify that the Ginnie Mae
Certificates being pooled are of the same Pool Type, have the same Certificate Rate and the same original
term to maturity, and that the remaining principal balance of the Ginnie Mae Certificates reported on the
MBS Schedule corresponds with the balances reported by the Ginnie Mae Certificate issuers.
The remaining principal balance for each Ginnie Mae Certificate reported on the MBS Schedule
may differ from the amount reported by the issuer of that Ginnie Mae Certificate by no more than one
dollar ($1.00).
If any Ginnie Mae Certificate cannot be verified or the remaining principal balance and the
reported balance cannot be reconciled, the Administrator will contact the Depositor and advise the
Contact Person of such discrepancies.
Upon learning of any discrepancies the Depositor may:
(i)
withdraw the request for the Ginnie Mae Platinum Certificate;
(ii)
submit a corrected Deposit Agreement and MBS Schedule Change Form that
omits the Ginnie Mae Certificate(s) in question, changes the unconfirmed
remaining principal balance or substitutes a different Ginnie Mae Certificate for
the Ginnie Mae Certificate in error; or
(iii)
have the Ginnie Mae Certificate issuer contact the Administrator to verify the
remaining principal balance.
If the Depositor elects to submit an amended Deposit Agreement and an MBS Schedule Change
Form, the processing of the Ginnie Mae Platinum Certificate will be suspended until the corrected forms
are received by the Administrator. The Certification Period for the Ginnie Mae Platinum Certificate
issuance will continue once the Administrator confirms receipt of such forms. Any corrections must be
made by the Depositor. The Administrator will not make any changes to the MBS Assets amounts on the
Deposit Agreement or the MBS Schedule Change Form.
All amendments, substitutions and corrections to the Deposit Agreement and the MBS Schedule
Change Form must be submitted via fax. The Submission Date will be the date of actual receipt of the
corrected forms. Any substitutions or corrections will delay the Settlement Date by one Business Day.
3.
Electronic Submission Procedures
a.
General Information
The MBS Schedule must be submitted electronically to the Administrator. The Depositor will
nonetheless be required to submit a completed and executed Deposit Agreement via fax to the
Administrator.
All electronic submissions must be in the correct format (see “Import Layout” at the end of this
section) or they will be rejected. Each file must have a header record, one detail record for each
underlying Ginnie Mae Certificate and a trailer record. If the totals on the trailer record do not match the
III-4-3
Administrator’s system-generated totals resulting from the electronic submissions, the file will be
rejected.
All electronic submissions must be received by the Administrator by 1:00 p.m. Eastern time. Any
transmission received after 1:00 p.m. Eastern time will be deemed to have been received on the next
Business Day.
Initial submissions as well as corrections must be sent electronically. If substitutions or
corrections are required, the MBS Schedule Change Form must be completed and faxed to the
Administrator. If more than ten pools require correction, a new file must be submitted via email to
[email protected] and following transmission must be confirmed with the Administrator by
telephone.
The Administrator will receive the MBS Schedule electronically using Ginnie Mae’s Platinum
Upload Page located on Ginnie Mae’s website.
b.
Electronic Submission Procedures
(i)
The Depositor must fax the Deposit Agreement to the Ginnie Mae Platinum Pool
Processing Unit at The Bank of New York at (212) 313-0107.
(ii)
The Depositor will receive the Ginnie Mae Platinum pool number from the
Administrator. The Ginnie Mae Platinum pool number is included on the
Confirmation.
(iii)
The Depositor will create the file representing the MBS Schedule in the import
layout format (see pages III-4-6 to III-4-8). The name of the electronic file
should be “PLATINUM POOL NUMBER. plt” (e.g., 780040.plt).
(iv)
The Depositor will, using the Ginnie Mae Platinum Upload Page, transmit the
file to the Administrator according to the appropriate electronic transmission
procedures discussed below.
(v)
Each electronic submission must contain the following information:
-
-
-
-
-
-
-
header record, detail records and a trailer record;
the Ginnie Mae Platinum Pool number in the header and trailer;
all required fields;
correct format of all fields (alpha or numeric);
comparison of the total number of detail records to the total Ginnie Mae
MBS Certificate count in the trailer record;
comparison of the sum of the original principal balances equal to the
remaining principal balance on the trailer record; and
comparison of the sum of the remaining principal balance of the Ginnie
Mae Certificates to the “Total RPB” on the trailer record.
If the transmission fails to include any of the above information, the file will not
be processed. The Depositor will be notified that the transmission was rejected
and will be instructed to correct the problem and upload a modified file.
III-4-4
(vi)
When all the initial upload reviews have been passed, the Ginnie Mae Certificate
information will be transmitted and processed through Ginnie Mae’s system.
The MBS Assets submission is not considered complete until the Administrator
has received:
c.
(a)
a completed and executed Deposit Agreement (must be delivered or
faxed in hard copy);
(b)
an MBS Schedule with all the initial transmission edits passed; and
(c)
the payment (by wire transfer) of the Cash Fee.
(vii)
The Administrator will advise the Depositor of any discrepancies regarding the
MBS Schedule detail (i.e., a Ginnie Mae Certificate with an incorrect remaining
principal balance, incorrect Certificate Rate, etc.) that needs to be corrected on
the same Business Day that the items set forth in paragraph (vi) above were
received, provided that such items all were received by 1:00 p.m. Eastern time.
Notification will not occur until the next Business Day if any of such items were
received after 1:00 p.m. Eastern time.
(viii)
The Depositor should advise the Administrator of any corrections or changes.
Corrections or changes must be submitted on an MBS Schedule Change Form
faxed to the Administrator; provided, however, that if more than ten pools require
correction, the Depositor must electronically submit a new file to the
Administrator and, must confirm receipt of the transmission via telephone.
(ix)
All remaining electronic submission procedures are identical to the normal
submission procedures set forth above in Section 1, subsections d. through f.
Electronic Transmission Set-Up Procedures
To submit the MBS Schedule electronically, a Depositor must follow the procedures set forth
below. If the Depositor requires assistance with the procedures, it should contact the Administrator at 1
800-234-GNMA, option 2.
Note: The Depositor must contact the Administrator for an ID and password to access the
Ginnie Mae Platinum Upload Page.
III-4-5
IMPORT LAYOUT
File name: (Platinum pool).plt
Field Name
GINNIE MAE PLATINUM POOL HEADER RECORD
Description
Starts
Ends
Format
Length
Record Indicator
The single character of ‘P’ to indicate the record is a header record.
1
1
alpha
1
Certificate Rate
The Certificate Rate of the MBS Assets.
2
7
alpha-right justify - leading blanks
(XX.XXX)
6
Depositor’s Name
The name of the Depositor submitting the MBS Assets.
8
37
38
114
115
120
Filler
Ginnie Mae Platinum Pool
Number
III-4-6
The six-digit Ginnie Mae Platinum pool number.
alpha
30
77
numeric - the first two bytes must
start with ‘78’.
6
IMPORT LAYOUT
File name: (Platinum pool).plt
Field Name
GINNIE MAE PLATINUM POOL DETAIL RECORD
Description
CUSIP Number *
The nine-character CUSIP number assigned by the CUSIP Service Bureau to
the Ginnie Mae Certificate.
Pool Number and Suffix
Starts
Ends
1
9
The six-digit Ginnie Mae Certificate number and program type: currently
X = Ginnie Mae, C = Custom, M = Multiple Issuer.
11
Pool Type
The type of mortgage loans underlying the Ginnie Mae Certificate, e.g., SF
for Single-Family, etc.
Issue Date
Format
Length
alpha
9
17
6 numeric + 1 alpha (X or C or M)
7
19
21
alpha-left justify
3
The date the Ginnie Mae Certificate was issued.
23
30
numeric (yyyymmdd)
8
Coupon Rate
The Certificate Rate of the Ginnie Mae Certificate.
32
37
alpha-right justify-leading blanks
(XX.XXX)
6
Maturity Date
The Maturity Date of the Ginnie Mae Certificate.
39
46
numeric (yyyymmdd)
8
Original Principal Balance
The original principal balance of the Ginnie Mae Certificate.
48
63
alpha-right justify-leading blanks(XXXXXXXXXXXXX.XX)
16
Current Balance
The remaining principal balance of the Ginnie Mae Certificate.
65
80
alpha-right justify-leading blanks(XXXXXXXXXXXXX.XX)
16
Current WAC *
The weighted average interest rate of the mortgage loans underlying the
Ginnie Mae Certificate as of the Issuance Date.
82
87
alpha-right justify-leading blanks(XX.XXX)
6
Current WALA *
The weighted average loan age of the mortgage loans underlying the Ginnie
Mae Certificate as of the Issuance Date.
89
91
numeric - right justify
3
Current WARM *
The weighted average remaining term to maturity of the mortgage loans
underlying the Ginnie Mae Certificate as of the Issuance Date.
93
95
numeric - right justify
3
97
99
numeric - right justify
3
100
114
115
120
Collateral Group ID *
Filler
Ginnie Mae Platinum pool
number
* = fields are optional
III-4-7
The six-digit Ginnie Mae Platinum Pool number.
15
numeric - the first two bytes must
start with ‘78’
6
IMPORT LAYOUT
File name: (Platinum pool).plt
Field Name
GINNIE MAE PLATINUM POOL TRAILER RECORD
Description
Starts
Ends
Record Indicator
The word ‘Total’ to indicate the record is a total record.
1
5
Number of Pools
The total number of Ginnie Mae Certificates.
6
Total Face Amount
The total original face amount of the Ginnie Mae Certificates.
Total RPB
The total remaining principal balance of the Ginnie Mae Certificates as of
the 15th Business Day.
Filler
Ginnie Mae Platinum pool
number
III-4-8
The six-digit Ginnie Mae Platinum pool number.
Format
Length
alpha (TOTAL)
5
13
numeric
8
14
29
alpha-right justify-leading blanks
(XXXXXXXXXXXXX.XX)
16
30
45
alpha-right justify-leading blanks
(XXXXXXXXXXXXX.XX)
16
46
114
115
120
69
numeric - the first two bytes must
start with ‘78’.
6
4.
Withdrawal Prior to Issuance Procedures
The current Ginnie Mae Platinum Certificate issuance procedures allows the MBS Assets to be
withdrawn after the Deposit Agreement has been submitted to the Administrator. The written notification
must include the following information:
a.
The Depositor intends to withdraw the Platinum Pool number and the underlying
specified MBS Assets.
MBS Assets withdrawal notifications should be forwarded to the Administrator’s Ginnie Mae
Platinum Pool Processing Unit via fax at (212) 313-0107. Any written notices of withdrawal received by
the Administrator after 3:00 p.m. Eastern time will be processed as if received the next Business Day.
MBS Assets submission withdrawal notifications must be received by 9:00 a.m. Eastern time on the
Settlement Date if the withdrawal is to be effected on the Settlement Date.
III-4-9
E.
ISSUANCE FORMS
III-5-0
CERTIFICATION OF GINNIE MAE PLATINUM POOL AND
CERTIFICATE DEPOSIT AGREEMENT
Page 1
By executing this form, the holder of the Ginnie Mae Certificates (the “Depositor”) acknowledges that The Bank of New York will act as trustee of the Ginnie Mae Platinum Trust for the holders of Ginnie Mae Platinum Securities (the “Ginnie
Mae Platinum Trustee”) and hereby authorizes the Ginnie Mae Platinum Trustee to authorize the issuance of the Book-Entry Ginnie Mae Platinum Securities, execute and authenticate on behalf of the Ginnie Mae Platinum Trust the certificated
Ginnie Mae Platinum Certificate and the Ginnie Mae Platinum PO Bond, which collectively will represent the entire interest in the Ginnie Mae Certificates and requests that Ginnie Mae guarantee such Ginnie Mae Platinum Securities. The
Depositor, the Ginnie Mae Platinum Trustee and Ginnie Mae incorporate by reference the Ginnie Mae Multiclass Securities Guide and 24 CFR Part 330.
Issuance Date
Ginnie Mae Platinum
Certificate Rate
Ginnie Mae MBS or Platinum Pool
Number with the Longest Maturity
First Monthly Payment Date
Ginnie Mae Platinum
Certificate Face Amount
Maturity Date
Pool Type
MBS Pools
15 yr/30 yr
Maturity Date of Ginnie Mae MBS
or Platinum Pool Number with the
Longest Maturity
Pursuant to the Amendment and Restatement as of December 1, 2008 of the Ginnie Mae Platinum Trust Agreement, dated as of October 1, 1994, as such Amendment and Restatement may be amended from time to time (the “Ginnie Mae
Platinum Trust Agreement”), relating to the Ginnie Mae Platinum Securities, the undersigned, as a Depositor thereunder, does hereby assign, set over, deposit with and otherwise convey to the Ginnie Mae Platinum Trustee under the Ginnie
Mae Platinum Trust Agreement, without recourse, in trust, all its right, title, and interest in and to the Ginnie Mae Certificates identified on the MBS Schedule delivered herewith (the “Ginnie Mae Certificates”), including distributions of
principal and interest due with respect to such Ginnie Mae Certificates on and after the Issuance Date in exchange for a Ginnie Mae Platinum Certificate (“Ginnie Mae Platinum Certificate”) representing all of the beneficial ownership interest in
the Ginnie Mae Certificates except for the interest represented by the Ginnie Mae Platinum PO Bond and the related excess interest used to pay the fees of the Trustee.
The Depositor hereby represents and warrants as follows:
(i)
as of the date of transfer of the Ginnie Mae Certificates to the Ginnie Mae Platinum Trustee, the Depositor will own each of the Ginnie Mae Certificates free and clear of any liens or encumbrances and will have the power and
authority, corporate or otherwise, to transfer the Ginnie Mae Certificates to the Ginnie Mae Platinum Trustee;
(ii)
the information set forth in the MBS Schedule is true and correct as of the date set forth thereon; and
(iii)
it is an “Accredited Investor” within the meaning of Rule 501(a)(1), 501(a)(3) or 501(a)(7) under the Securities Act of 1933, as amended.
Depositor, by the execution of this Deposit Agreement, acknowledges that it is entering into the Ginnie Mae Platinum Trust Agreement for good and valuable consideration and acknowledges and authorizes the action of the Ginnie Mae
Platinum Trustee, Ginnie Mae and the Administrator relating to the issuance of the related Ginnie Mae Platinum Securities.
In connection with the creation of the Ginnie Mae Platinum Securities the undersigned agrees to pay to the Administrator, before the Settlement Date, the Ginnie Mae Platinum Guaranty Fee, which includes amounts payable to the
Administrator, the Ginnie Mae Platinum Trustee and Ginnie Mae. In addition, the undersigned acknowledges and consents to the creation of a Ginnie Mae Platinum PO Bond in an amount equal to the excess of the remaining principal balance
of the Ginnie Mae Certificates over the original principal balance of the Ginnie Mae Platinum Certificate, which amount shall be equal to $5,000. The Ginnie Mae Platinum PO Bond delivered to the Administrator as payment for certain set-up
fees applicable to the Ginnie Mae Platinum Securities.
The representation and warranties set forth above have been made for the benefit of Ginnie Mae, the Ginnie Mae Platinum Trustee and the Administrator under the Ginnie Mae Platinum Trust Agreement and shall survive the deposit and
conveyance of the Ginnie Mae Certificates to the Ginnie Mae Platinum Trust.
Capitalized terms used throughout but not defined herein have the meanings given them in the Glossary.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Deposit Agreement as of the date set forth below.
Depositor’s Name:
By:
Dated:
Please Print Name:
Title:
Delivery Instructions:
Clearing Bank Name:
ABA Number:
Third Party Name
(Secondary Account):
Settlement Date:
________
Contact Person:
III-5-1
/
____
Phone: ________
Cash Portion of Fee:
/
____ Fax: ______________
For Official Use Only
Ginnie Mae Platinum Pool Number: 78__ __ __ __
CUSIP Number: __ __ __ __ __ __ __ __ __
LPA Number: __ __ __ __
Receiver ABA Number: 021051371
Account Name: GNMA WASH
Securities Account: 7027
CERTIFICATION OF GINNIE MAE PLATINUM POOL AND
CERTIFICATE DEPOSIT AGREEMENT
Page 1
By executing this form, the holder of the Ginnie Mae Certificates (the “Depositor”) acknowledges that The Bank of New York will act as trustee of the Ginnie Mae Platinum Trust for the holders of Ginnie Mae Platinum Securities (the “Ginnie
Mae Platinum Trustee”) and hereby authorizes the Ginnie Mae Platinum Trustee to authorize the issuance of the Book-Entry Ginnie Mae Platinum Securities, execute and authenticate on behalf of the Ginnie Mae Platinum Trust the Ginnie Mae
Platinum Certificate and the Ginnie Mae Platinum PO Bond, which collectively, will represent the entire interest in the Ginnie Mae Certificates and requests that Ginnie Mae guarantee such Ginnie Mae Platinum Securities. The Depositor, the
Ginnie Mae Platinum Trustee and Ginnie Mae incorporate by reference the Ginnie Mae Multiclass Securities Guide and 24 CFR Part 330.
Issuance Date
(a) 10/01/2001
Ginnie Mae Platinum
Certificate Rate
(b) 9.500
First Monthly Payment Date
(c) 11/15/2001
Ginnie Mae Platinum
Certificate Face Amount
(d) 500,289,765
Maturity Date
Pool Type
(e) 09/15/2016
(f) SP
MBS Pools
15 yr/30 yr
(g) 30-year
Ginnie Mae MBS or Platinum Pool
Number With the Longest Maturity
Maturity Date of Ginnie Mae MBS or
Platinum Pool Number with the Longest
Maturity
(h)
(i)
Pursuant to the Amendment and Restatement as of December 1, 2008 of the Ginnie Mae Platinum Trust Agreement, dated as of October 1, 1994, as such Amendment and Restatement may be amended from time to time (the “Ginnie Mae
Platinum Trust Agreement”), relating to the Ginnie Mae Platinum Securities, the undersigned, as a Depositor thereunder, does hereby assign, set over, deposit with and otherwise convey to the Ginnie Mae Platinum Trustee under the Ginnie
Mae Platinum Trust Agreement, without recourse, in trust, all its right, title, and interest in and to the Ginnie Mae Certificates identified on the MBS Schedule delivered herewith (the “Ginnie Mae Certificates”), including distributions of
principal and interest due with respect to such Ginnie Mae Certificates on and after the Issuance Date in exchange for a Ginnie Mae Platinum Certificate (“Ginnie Mae Platinum Certificate”) representing all of the beneficial ownership interest in
the Ginnie Mae Certificates except for the interest represented by the Ginnie Mae Platinum PO Bond and the related excess interest used to pay the fees of the Trustee.
The Depositor hereby represents and warrants as follows:
(i)
as of the date of transfer of the Ginnie Mae Certificates to the Ginnie Mae Platinum Trustee, the Depositor will own each of the Ginnie Mae Certificates free and clear of any liens or encumbrances and will have the power and
authority, corporate or otherwise, to transfer the Ginnie Mae Certificates to the Ginnie Mae Platinum Trustee;
(ii)
the information set forth in the MBS Schedule is true and correct as of the date set forth thereon; and
(iii)
it is an “Accredited Investor” within the meaning of Rule 501(a)(1), 501(a)(3) or 501(a)(7) under the Securities Act of 1933, as amended.
Depositor, by the execution of this Certificate Agreement, acknowledges that it is entering into the Ginnie Mae Platinum Trust Agreement for good and valuable consideration and acknowledges and authorizes the action of the Ginnie Mae
Platinum Trustee, Ginnie Mae and the Administrator relating to the issuance of the related Ginnie Mae Platinum Securities.
In connection with the creation of the Ginnie Mae Platinum Securities, the undersigned agrees to pay to the Administrator, before the Settlement Date, the Ginnie Mae Platinum Guaranty Fee, which includes amounts payable to the
Administrator, the Ginnie Mae Platinum Trustee and Ginnie Mae. In addition, the undersigned acknowledges and consents to the creation of a Ginnie Mae Platinum PO Bond in an amount equal to the excess of the remaining principal balance
of the Ginnie Mae Certificates over the original principal balance of the Ginnie Mae Platinum Certificate, which amount shall be equal to $5,000. The Ginnie Mae Platinum PO Bond shall be delivered to the Administrator as payment for certain
set-up fees applicable to the Ginnie Mae Platinum Securities.
The representation and warranties set forth above have been made for the benefit of Ginnie Mae, the Ginnie Mae Platinum Trustee and the Administrator under the Ginnie Mae Platinum Trust Agreement and shall survive the deposit and
conveyance of the Ginnie Mae Certificates to the Ginnie Mae Platinum Trust.
Capitalized terms used throughout but not defined herein have the meanings given them in the Glossary.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Deposit Agreement as of the date set forth below.
Depositor’s Name:
(j)
By:
(k)
Please Print Name:
Dated:
(m)
(l)
Title:
Delivery Instructions:
ABA Number:
Clearing Bank Name:
(o)________
(p)________
Contact Person:
III-5-2
(t) Jane Smith
(q)
Third Party Name
(Secondary Account):
Settlement Date:
Cash Portion of Fee:
(r) 10/31/01
$(s) 625,000
Phone: (u) (212) 555-5555
Fax: (v) (212) 555-1234
(n)
For Official Use Only
Ginnie Mae Platinum Pool Number: 78__ __ __ __
CUSIP Number: __ __ __ __ __ __ __ __ __
LPA Number: __ __ __ __
Receiver ABA Number: 021051371
Account Name: GNMA WASH
Securities Account: 7027
CERTIFICATION OF GINNIE MAE PLATINUM POOL
AND CERTIFICATE DEPOSIT AGREEMENT
INSTRUCTIONS
Instructions for completing the Deposit Agreement. (This must be a true executed copy.)
Enter the information in the boxes provided:
(a)
Enter the Issuance Date in MM/01/YYYY format, e.g., 10/01/2001. Note that the Issuance Date
is always the first of a month (01).
(b)
Enter the Ginnie Mae Platinum Interest Rate, do not zero-fill the field before the decimal point
but do enter 3 digits after the decimal, e.g., 9.500. All Ginnie Mae Certificates must have the
same Certificate Rate.
(c)
Enter the date of the first monthly Ginnie Mae Platinum Payment Date of the Ginnie Mae
Platinum Certificate in MM/DD/YYYY format, e.g., 11/15/2001 for Ginnie Mae I Certificates
and 11/20/2001 for Ginnie Mae II Certificates.
(d)
Enter the face amount (excluding cents) of the Ginnie Mae Platinum Certificate. This figure will
be $5,000 less than the sum of the remaining principal balances of the underlying Ginnie Mae
Certificates, listed as “Total RPB” at the bottom of the final page of the MBS Schedule, due to
the $5,000 Non-Cash Fee. Cents should be dropped from the Ginnie Mae Platinum Certificate
face amount but included in the remaining principal balances of the underlying Ginnie Mae
Certificates.
(e)
Enter the Final Payment Date for the MBS Assets, which is the latest Maturity Date of all the
underlying Ginnie Mae Certificates in MM/DD/YYYY format, e.g., 09/15/2016.
(f)
Enter the Ginnie Mae - established pool type of the Ginnie Mae Platinum Pool (e.g., 30-year
single-family is SP; 15-year single-family is JP).
(g)
Enter “15-year” or “30-year” to indicate whether the Ginnie Mae Certificates have 15-year or 30
year original terms to maturity.
(h)
Enter the Ginnie Mae MBS or Platinum Pool Number with the longest maturity.
(i)
Enter the maturity date of the Ginnie Mae MBS or Platinum Pool Number identified in (h) above.
(j)
Individual or firm name submitting this agreement.
(k), (l) The Deposit Agreement must be signed by an authorized signatory of the Depositor, and dated.
(m), (n) Print the name and title of the signatory.
Complete the Delivery Instructions below the Deposit Agreement as follows:
(o)
Enter the corresponding ABA Number.
(p)
Enter the Clearing Bank Name.
(q)
Enter the Third Party Name (Secondary Account).
III-5-3
(r)
Enter the Settlement Date in MM/DD/YYYY format, e.g., 01/31/2003. The Settlement Date will
be 1 Business Day after the form and Cash Fee are received by the Administrator.
(s)
Enter the amount of the Cash Fee payable to Ginnie Mae for the Ginnie Mae Platinum Certificate.
This amount must be the amount wired to the Administrator.
(t)
Enter the name of the individual who may be contacted if there is a problem regarding this
issuance of the Ginnie Mae Platinum Certificate.
(u)
Enter the phone number of the individual to be contacted.
(v)
Enter the fax number to which Confirmations regarding the MBS Assets should be sent.
III-5-4
INSTRUCTIONS FOR COMPLETING MBS SCHEDULE
A listing of the MBS pools may be substituted, but only if the listing is in the same format. The MBS
Schedule must be transmitted electronically.
(a)
Enter the page number in the blank space provided, starting with page 2.
For each MBS pool of the MBS Assets, enter:
(b)
The 6-digit MBS pool number (i.e., 123456).
(c)
The MBS pool face amount (the beneficial holder’s assignment of this MBS pool to the Ginnie
Mae Platinum Pool).
(d)
The RPB of that portion of the MBS pool representing the Depositor’s participation in the MBS
pool as set forth from the sixth Business Day factor tape (in the case of Ginnie Mae I MBS) or
from the seventh Business Day factor tape (in the case of Ginnie Mae II MBS).
When all the MBS Pools of the MBS Assets have been listed, repeating steps (a) - (d) above as needed,
fill in the box at the bottom of the final page:
(e)
Enter the number of MBS pools of the MBS Assets.
(f)
Enter the total MBS pool face amount by summing the MBS pool face amounts from column 2
across all pages.
(g)
Enter the “Total RPB” by summing the remaining principal balances set forth in the third column
of each page of the MBS Schedule. The total must equal $5,000 more than the Ginnie Mae
Platinum Certificate face amount, shown at the top of Page 1 on the Deposit Agreement.
Deliver, or fax, completed forms to:
The Bank of New York
Ginnie Mae Platinum Pool Processing Unit
Ginnie Mae Relationship Services
101 Barclay Street, 8th Floor East
New York, NY 10286
Phone: Yvonne Vinson
Evan Del Colle
(212) 815-2215
(212) 815-2086
Fax:
(212) 313-0107
III-5-5
CERTIFICATION OF GINNIE MAE PLATINUM POOL
MBS SCHEDULE CHANGE FORM
Page
Note: This form must be submitted on or after the eighth Business Day of the month by no later than 9:00 a.m. on the Settlement Date.
MBS POOL NUMBERS MUST BE IN ASCENDING ORDER
MBS Pool Number
Additions (1)
MBS Pool Number
Deletions (1)
MBS Pool Number
Corrections (1)
MBS Pool Face Amount
[Original Principal Balance]
Remaining Principal Balance
(Not Required for Deleted Pools)
(1) Group MBS Pools by category (i.e., Additions, Deletions, Corrections).
Depositor Name:
Phone:
Contact:
Fax:
Ginnie Mae Platinum Pool Number:
Final Page Only
Number of MBS Pools:
Total MBS Pool Face Amount:
Total RPB:
(g)
(e)
(f)
For deleted pools to be returned:
Delivery Instructions for Withdrawn Pools:
Clearing Bank Name:
________
Issuance Date:
ABA Number:
______
Third Party Name(Secondary Account):
____________________
Date Submitted to The Bank of New York:
III-5-6
FROM:
The Bank of New York
Ginnie Mae Platinum Pool Processing Unit
Ginnie Mae Relationship Services
101 Barclay Street, 8th Floor East
New York, NY 10286
TO:
Contact Name:
Company Name:
Voice Phone:
Fax Phone:
# of pages, including this one: 1
Confirmation, Certification of Ginnie Mae Platinum Pool
The Bank of New York is in receipt of your Deposit Agreement, and the Cash Fee is as follows:
Ginnie Mae Platinum Pool Number: 78 _ _ _ _
If you have any questions, please contact:
CUSIP Number: 3 6 2 4 1 __ __ __ __ __
Yvonne Vinson
Evan Del Colle
(212) 815-2264
(212) 815-2086
Fax:
(212) 313-0107
LPA Number: ____________________
Receiver ABA Number
Issuance Date: ______/___01___/______
Cash Fee Amount: $_____________________
III-5-7
TRUST RECEIPT
The Bank of New York
Ginnie Mae Platinum Pool Processing Unit
Ginnie Mae Relationship Services
101 Barclay Street, 8th Floor East
New York, NY 10286
[THIS IS A FACSIMILE TRANSMISSION/PHOTOCOPY,
NOT THE ORIGINAL]
Date
Any rights addressed herein may be exercised only
by the tender of the original of this Trust Receipt
Depositor
Attn:
Trust Receipt Recipient
Attn:
Dear Sirs:
This will confirm that The Bank of New York in its capacity as custodian under this trust receipt has
received and holds for ________________________ (the “Trust Receipt Recipient”)
$_________________.00 original face amount to Ginnie Mae Certificates (“MBS Assets”) as further
described in the attached schedule, which MBS Assets will be used in the issuance of a Ginnie Mae
Platinum Certificate under the Ginnie Mae Platinum Trust Agreement. The Bank of New York will hold
the MBS Assets under this trust receipt (the “Trust Receipt”) for Trust Receipt Recipient until 11:00 AM
or at the same time as the Ginnie Mae Platinum Certificates are delivered (the “Settlement Date”) and,
thereupon will deliver in its capacity as Ginnie Mae Platinum Trustee in exchange for the MBS Assets, to
________________________ (“Depositor”) or otherwise, in accordance with Depositor’s instructions,
the Ginnie Mae Platinum Certificates representing the Ginnie Mae Platinum Pool backed by such MBS
Assets, which will be held in trust pursuant and subject to the Deposit Agreement dated as of
____________________, ____ (the “Agreement”) relating to such exchange.
At all times prior to the Settlement Date, The Bank of New York will hold the MBS Assets for the Trust
Receipt Recipient under the terms hereof and has made appropriate notifications on its books and records
to that effect. Concurrent with the issuance and delivery of the Ginnie Mae Platinum Certificate, as
instructed in the Agreement, The Bank of New York’s obligation to hold the MBS Assets on behalf of the
Trust Receipt Recipient shall automatically terminate, and The Bank of New York shall have no further
obligation hereunder.
The Depositor and the Trust Receipt Recipient irrevocably agree and acknowledge that The Bank of New
York shall take no action with respect to the MBS Assets prior to the Settlement Date unless The Bank of
New York shall have received the instruction of the Trust Receipt Recipient. Upon receipt of any such
instruction and delivery of the original of this trust receipt to The Bank of New York, The Bank of New
York will deliver the MBS Assets in accordance with such instruction. The Depositor affirms that if any
arrangement that it maintains prior to the Settlement Date involving the MBS Assets results in the failure
of the MBS Assets to remain in The Bank of New York’s possession through the Settlement Date, such
failure shall constitute a breach of the Agreement by the Depositor.
III-5-8
The Depositor agrees to indemnify and hold The Bank of New York, its officers, directors, employees
and agents harmless from and against any and all losses, claims, damages, liabilities and expenses
(including but not limited to reasonable attorney fees) arising out of or in connection with The Bank of
New York’s holding of the MBS Assets and acting in accordance with this trust receipt and the
Agreement.
In the event, for any reason, the issuance of the Ginnie Mae Platinum Certificate does not occur, The
Bank of New York will deliver the MBS Assets upon the receipt of written instructions and this trust
receipt from the Trust Receipt Recipient.
By receipt of this Trust Receipt, the terms of this Trust Receipt shall be conclusively deemed to be
acceptable to the Depositor and the Trust Receipt Recipient.
The Bank of New York is an agent, bailee and custodian only and is not intended to be, nor shall it be
construed to be, a representative, trustee or fiduciary of or for either the Depositor or the Trust Receipt
Recipient.
The Trust Receipt and the rights and obligations hereunder may not be transferred or assigned by Trust
Receipt Recipient or Depositor or any person or firm claiming by or through either party, except that
Trust Receipt Recipient may transfer this Trust Receipt by special endorsement of the original trust
receipt to no more than one other party as collateral for a loan or pursuant to a repurchase transaction.
The Bank of New York will accept and act on instructions with respect to the MBS Assets only upon
surrender to it of the original Trust Receipt with such instructions. Any transferee of the original Trust
Receipt shall be deemed to be the Trust Receipt Recipient for all purposes hereof.
All instructions and notices to The Bank of New York shall be delivered to its offices at 4 New York
Plaza, 17th Floor, New York, NY 10004, Attn. Ginnie Mae Platinum Pool Processing Unit.
All capitalized terms used but not defined herein shall have the meanings given to such terms in the
Agreement.
This trust receipt shall be governed by and continued in accordance with the laws of the State of New
York without regard to principles of conflicts of law.
Sincerely,
The Bank of New York
By:
Title:
III-5-9
TRUST RECEIPT DELIVERY INSTRUCTIONS
Date
The Bank of New York
Ginnie Mae Platinum Pool Processing Unit
Ginnie Mae Relationship Services
101 Barclay Street, 8th Floor East
New York, NY 10286
Dear The Bank of New York:
In acknowledgment of the receipt of $______________________.00 original [principal balance] face
amount of Ginnie Mae Certificates, from _____________________ (Depositor), The Bank of New York
is authorized to issue a Trust Receipt in the form approved for the Ginnie Mae Multiclass Securities
Program for Ginnie Mae Platinum Securities to the following Trust Receipt Recipient:
Name:
Address:
City:
State:
Zip:
Attention:
Fax Number:
Phone Number
Sincerely,
Name:
Title:
III-5-10
F.
1.
ISSUANCE INFORMATION
Using Ginnie Mae’s Multiclass Securities e-Access (“e-Access”) To Print Information
WHAT IS e-Access?
e-Access is a web-based information management system that contains
information relating to Ginnie Mae Multiclass Securities. Ginnie Mae
Platinum Pool information is available immediately upon settlement.
e-Access resources are offered at no cost and located on Ginnie Mae’s
website located at www.ginniemae.gov.
GINNIE MAE PLATINUM
UPLOAD PAGE
The Ginnie Mae Platinum Upload Page is a web-based Platinum Pool
submission application that allows a Depositor to electronically submit
the MBS Schedule. The uploaded file is edited for errors (if any)
which are identified and must be corrected by the Depositor prior to
successful transmission to the Administrator.
e-Access users may contact the Administrator at 1-800-234-GNMA, option 2 for assistance in
using e-Access.
2.
Using e-Access To Print Offering Circular
An Offering Circular and the Collateral File Supplement containing transaction-specific information, will
be posted on e-Access for each Ginnie Mae Platinum Series. The Depositor also may receive an Offering
Circular in physical form that will be available from The Bank of New York to purchasers of the
applicable Ginnie Mae Platinum Certificate.
III-6-1
3.
File Layout for Ginnie Mae Platinum Pool Collateral File
Ginnie Mae Platinum Pool Number
CUSIP Number
Issuance Date
Final Payment Date
Face Amount
Interest Rate
First Ginnie Mae Platinum Payment Date
WARM XXX Months
Single Year Pool
MBS Pool
Number
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
000000XSF
Issue
Date
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
SF780000M
36241XXXX
MM/DD/YY
MM/DD/YY
$999,999,999.99
99.999%
MM/DD/YY
WALA XXX Months
No
Maturity Date
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
Certificate
Rate
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
Face Amount
In Ginnie Mae
Platinum
% of MBS
Pool in
Ginnie Mae
Platinum
Series
$999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
999,999.99
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
99.99999999
Remaining
Principal
Balance
$888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
888,888.88
III-6-2
4.
File Layout for Ginnie Mae Platinum Pool Collateral File
MM/YYYY SUBMISSIONS
Ginnie Mae
Platinum Pool
Number
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
780000XSF
Total
CUSIP
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
36225XXXX
Face Amount
$ 999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
999,999,999
$ 99,999,999,999
Interest Rate
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
9.999%
Final Payment
Date
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
MM/DD/YYYY
Number of MBS
Pools
9,999
9,999
9,999
9,999
9,999
9,999
9,999
9,999
9,999
9,999
9,999
9,999
9,999
9,999
9,999
9,999
9,999
9,999
9,999
9,999
9,999
9,999
9,999
9,999
9,999
9,999
9,999
99,999
III-6-3
5.
WARM and WALA Calculations for Ginnie Mae Platinum Pools
WARM -- Weighted Average Remaining Term to Maturity
WALA -- Weighted Average Loan Age
To calculate the weighted average for the quarterly tape:
1)
determine the weighted average of each underlying MBS pool as of the prior quarter for
seasoned MBS pools or as of the MBS pool Issue Date for new pools.
2)
bring the weighted averages on the quarterly tape to a current weighted average (as of the
Ginnie Mae Platinum Pool Issuance Date) using the following table:
If MBS Pool Issue Date is
Equal to Ginnie Mae Platinum Pool Issuance
Date
1 month before Ginnie Mae Platinum Pool
Issuance Date
2 months before Ginnie Mae Platinum Pool
Issuance Date
3 months or more before Ginnie Mae Platinum
Pool Issuance Date
3)
then decrease WARM
0 months
then increase WALA
0 months
1 month
1 month
2 months
2 months
3 months
3 months
aggregate the MBS Pools’ weighted averages for the Ginnie Mae Platinum Pool using the
following formulas:
Weight-averaging WARMs and WALAs:
Given N underlying MBS Pools, each with a balance of b, where b is the product of the
original face amount of each MBS pool and its current factor, aggregate WARMs and
WALAs should be represented as a balance-weighted average of the WARMs and WALAs
of each of the underlying pools.
That is:
Aggregate WARM (WARM1*b1+WARM2*b2+...+WARMN*bN)/(b1+b2+...+bN)
Aggregate WALA (WALA1*b1+WALA2*b2+...+WALAN*bN)/(b1+b2+...+bN)
where bi= current factori * original face amounti
* = multiplied by
Assume a Ginnie Mae Platinum security is issued in August 1995. What Weighted Average Maturity
(WAM) is used for the underlying MBS?
Ginnie Mae issues the updated WAM on a quarterly tape in February, May, August and November each
year.
III-6-4
GINNIE MAE QUARTERLY WEIGHTED AVERAGE TAPE
Quarterly Tape
Issued
February
May
August
November
Seasoned Pools
as of Date
December 31*
March 30
June 30
September 30
New Pools Issued
January
April
July
October
* Prior calendar year.
THE TAPE CONTAINS INFORMATION FOR THE PREVIOUS QUARTER. For example, the
November tape contains the MBS WAM as of September 30th. The MBS WAM for October is
calculated by subtracting 1 month from the MBS WAM for September. The MBS WAM for November
is calculated by subtracting 2 months from MBS WAM for September, etc.
For new Ginnie Mae Platinum securities issued in July, the most recent tape available is the March tape.
Therefore, the MBS WAM for July is computed by subtracting 4 months from the March MBS WAM.
The WAM computation assumes that there are no prepayments on the MBS since March.
In November, if an investor recalculates the WAM for a Ginnie Mae Platinum issued in July, would the
investor calculate the same WAM as the WAM posted originally for the Ginnie Mae Platinum on eAccess at issuance?
Not necessarily. The newly computed WAM will more likely be lower than the WAM originally posted
at issuance. The reason is that in November, the most recent tape available is the August tape. Therefore,
the MBS WAM for July is computed by subtracting 1 month from the June MBS WAM. The July
MBS WAM is more recent and will reflect actual prepayments on the MBS.
Further assume that the Ginnie Mae Platinum is comprised of 2 MBS pools of $10m each. Based on the
most recent tape available, the May tape, the MBS WAM information is for the prior quarter ending in
March. Assume a WAM of 350 and 358, respectively, for the two MBS pools. Therefore, the adjusted
MBS WAM for July is 346 (350-4) and 354 (358-4), respectively. The Ginnie Mae Platinum WAM is
the weighted average of the two MBS pools which is 350 [(346 + 354)/2].
In November, if an investor wants to recalculate the WAM for the Ginnie Mae Platinum based on the
most recent tape available i.e., the August tape then the WAM could change. The MBS WAM
information from the August tape is for June. Assume the WAM for the 2 MBS pools are 320 and 330.
The adjusted MBS WAM would be 319 (320-1) and 329 (330-1), respectively for July. The recalculated
Ginnie Mae Platinum WAM is the weighted average of the two MBS pools which is 324 [(319 + 329)/2].
This recalculated WAM (324) is less than the issuance WAM (350) above due to the fact that in
November, the Ginnie Mae Platinum is calculated using the “actual” WAM for July reflecting actual
prepayments as reflected on the later tape.
III-6-5
6.
Submission and Issuance Information for Ginnie Mae Platinum Pools
•
•
III-6-6
THE SUBMISSION DATE FOR GINNIE MAE PLATINUM POOLS MAY NOT OCCUR UNTIL ON OR AFTER THE EIGHTH BUSINESS DAY.
THE GINNIE MAE PLATINUM CERTIFICATE ISSUANCE DATE WILL OCCUR ONE BUSINESS DAY AFTER THE SUBMISSION DATE.
7.
Issuance Timeline
Normal Processing
After
eighth
Business
Day__________
Submission
Date
Obtain Deposit Agreement.
(2)
Administrator reviews Deposit
Agreement and creates a “pool header”
assigning pool number and CUSIP number.
(1)
(3)
Administrator sends the Depositor
via fax the Confirmation; Depositor uploads (9)
A physical Ginnie Mae Platinum
the MBS Assets.
$5,000 PO Bond will be issued and sent to The
Bank of New York’s custodian.
(4)
The Administrator will confirm
receipt of the MBS Assets to the Depositor. (10)
An Offering Circular Supplement
The Bank of New York will fax the
and the collateral backing the Platinum will be
Depositor a Confirmation.
posted to e-Access by The Bank of New York
(hard copies will also be available from The
(5)
The Depositor must transfer the
Bank of New York).
Ginnie Mae Certificates to the LPA account
at the Federal Reserve Bank of New York
listed on the fax Confirmation.
(6)
The Bank of New York will verify
that the Ginnie Mae Certificates were
delivered to the LPA. An instruction for a
trust receipt will be faxed to the
Administrator by the Depositor evidencing
the Ginnie Mae Certificates on deposit.
(7)
The Administrator creates a
pending position at the Federal Reserve Bank
of New York for the Ginnie Mae Platinum
Certificate.
III-6-7
Business
Day 1
Ginnie Mae
Platinum
Certificate
Settlement
Date
(8)
The Bank of New York will continue
confirmation of the underlying Ginnie Mae
Certificate information and following
confirmation will deliver a Ginnie Mae
Platinum Certificate issued in certificated form
to the respective Holders.
G.
OTHER OPERATIONAL DOCUMENTS
III-7-0
SIXTH AMENDMENT AND RESTATEMENT
as of December 1, 2008
of the
GNMA PLATINUM TRUST AGREEMENT
dated as of October 1, 1994
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
GUARANTEED GINNIE MAE PLATINUM CERTIFICATES
III-7-1
TABLE OF CONTENTS
Page
PRELIMINARY STATEMENT..................................................................................................................................... 1
ARTICLE I ESTABLISHMENT OF GINNIE MAE PLATINUM TRUST...................................................... 2
Section 1.01.
Section 1.02.
Section 1.03.
Section 1.04.
Establishment of Ginnie Mae Platinum Trust; Segregation of Series
Trust Funds. ........................................................................................................................... 2
Sale of MBS Assets. .............................................................................................................. 2
Registration of MBS Assets. ............................................................................................... 2
Delivery of Ginnie Mae Platinum Certificates. ............................................................. 3
ARTICLE II THE GINNIE MAE PLATINUM CERTIFICATES....................................................................... 3
Section 2.01.
Section 2.02.
Section 2.03.
Section 2.04.
The Ginnie Mae Platinum Certificates. ........................................................................... 3
Registration of Transfer and Exchange of Ginnie Mae Platinum
Certificates. ............................................................................................................................ 4
Mutilated, Destroyed, Lost or Stolen Ginnie Mae Platinum Certificates. ............... 5
Ginnie Mae Platinum PO Bonds....................................................................................... 5
ARTICLE III DISTRIBUTION OF THE GINNIE MAE PLATINUM CERTIFICATES............................. 6
Section 3.01.
Section 3.02.
Section 3.03.
Section 3.04.
Section 3.05.
Establishment of Depository Account. ............................................................................. 6
Certificate and Ginnie Mae Platinum Factors............................................................... 6
Payments on the MBS Assets. ............................................................................................ 6
Distributions. ......................................................................................................................... 6
Ginnie Mae Platinum Guide. ............................................................................................. 8
ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS ................................................. 8
Section 4.01.
Representations and Warranties of the Ginnie Mae Platinum Trustee.................... 8
ARTICLE V CONCERNING THE GINNIE MAE PLATINUM TRUSTEE AND
ADMINISTRATOR........................................................................................................................................... 9
Section 5.01.
Section 5.02.
Section 5.03.
Section 5.04.
Section 5.05.
Section 5.06.
Section 5.07.
Section 5.08.
Duties of Ginnie Mae Platinum Trustee.......................................................................... 9
Certain Matters Affecting the Ginnie Mae Platinum Trustee..................................... 9
Appointment of Administrator; Ginnie Mae Platinum Trustee Not Liable
for Administrator. ............................................................................................................... 10
Ginnie Mae Platinum Trustee Not Liable for Ginnie Mae Platinum
Certificates. .......................................................................................................................... 11
Ginnie Mae Platinum Trustee May Own Ginnie Mae Platinum
Certificates. .......................................................................................................................... 11
Payment of Ginnie Mae Platinum Trustee’s Fees....................................................... 11
Resignation and Removal of the Ginnie Mae Platinum Trustee. ............................. 11
Successor Ginnie Mae Platinum Trustee. ..................................................................... 12
(i)
III-7-i
Section 5.09.
Merger or Consolidation of Ginnie Mae Platinum Trustee...................................... 13
ARTICLE VI TERMINATIONS................................................................................................................................ 13
Section 6.01.
Termination of Ginnie Mae Platinum Trust Agreement. ........................................... 13
ARTICLE VII TAX PROVISIONS........................................................................................................................... 14
Section 7.01.
Section 7.02.
Designation of Ginnie Mae Platinum Trust and Series Trust Funds as
Grantor Trust....................................................................................................................... 14
Prohibited Activities........................................................................................................... 15
ARTICLE VIII MISCELLANEOUS PROVISIONS ............................................................................................ 15
Section 8.01.
Section 8.02.
Section 8.03.
Section 8.04.
Section 8.05.
Section 8.06.
Section 8.07.
Section 8.08.
Section 8.09.
Section 8.10.
Section 8.11.
Section 8.12.
Exhibit 1
Limitation of Rights of Holders. ...................................................................................... 15
Control by Holders............................................................................................................. 15
Amendment of Ginnie Mae Platinum Trust Agreement. ............................................ 15
Persons Deemed Owners. ................................................................................................. 16
Third-Party Beneficiary; Ginnie Mae Subrogation.................................................... 16
Preemption. .......................................................................................................................... 16
Governing Law.................................................................................................................... 17
Successors. ........................................................................................................................... 17
Headings............................................................................................................................... 17
Notice and Demand............................................................................................................ 17
Severability of Provisions. ................................................................................................ 18
Counterparts........................................................................................................................ 18
Form of Ginnie Mae Platinum Certificate
(ii)
III-7-ii
This SIXTH AMENDMENT AND RESTATEMENT dated as of December 1, 2008 (the “Fifth
Amendment and Restatement”) of the GNMA PLATINUM TRUST AGREEMENT, dated as of October
1, 1994 (the “Ginnie Mae Platinum Trust Agreement”) (as amended by each AMENDMENT AND
RESTATEMENT, the “Amendment and Restatement”), made with respect to the formation of the Ginnie
Mae Platinum Trust (the “Ginnie Mae Platinum Trust”), among The Bank of New York (“BONY”), as
administrator (the “Administrator”), BONY, as trustee (the “Ginnie Mae Platinum Trustee”), Randolph F.
Totten, on behalf of the initial depositor (the “Initial Depositor”), and each of the several depositors of
MBS Assets from time to time (each, a “Depositor”). All capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Glossary in effect on the relevant Issuance
Date.
PRELIMINARY STATEMENT
From time to time in accordance with the Ginnie Mae Platinum Guide, a Depositor may exchange
two or more previously issued Ginnie Mae Certificates for a new Series of Ginnie Mae Platinum
Certificates issued pursuant to this Ginnie Mae Platinum Trust Agreement, as amended from time to time
and as supplemented by the applicable Deposit Agreement upon the delivery of the MBS Assets and the
payment of the Ginnie Mae Platinum Guaranty Fee. Each Series of Ginnie Mae Platinum Certificates
will represent, in the aggregate, the entire undivided beneficial ownership of a Series Trust Fund
consisting of the MBS Assets deposited by a Depositor pursuant to the applicable Deposit Agreement and
will be guaranteed as to the timely payment of principal and interest by Ginnie Mae.
As permitted by Section 8.03 of the Ginnie Mae Platinum Trust Agreement, the Administrator
and the Ginnie Mae Platinum Trustee, with the consent and at the request of Ginnie Mae but without the
consent of any Depositor, including the Initial Depositor, or any Holder or Holders, desire to amend and
restate the Ginnie Mae Platinum Trust Agreement in order to (a) make provisions with respect to the
Ginnie Mae Platinum Trust Agreement required to accommodate the deposit by Depositors of fixed-rate
Ginnie Mae II Certificates in exchange for Ginnie Mae Platinum Certificates, (b) reflect amendments to
the Ginnie Mae Platinum Trust Agreement adopted prior to the date hereof and (c) make certain other
provisions.
No amendment to the Ginnie Mae Platinum Trust Agreement effected by this Sixth Amendment
and Restatement (a) will effect a change in principal amount, Interest Rate, Ginnie Mae Platinum
Payment Date, the Ginnie Mae Platinum Guaranty or other payment terms for any outstanding Series or
otherwise adversely affect in any material respect the interests of any Holder or impose any additional
obligation on any party to the Ginnie Mae Platinum Trust Agreement who has not consented to this
Agreement or (b) impair the right of such Holder to receive distributions and interest (including any
payment under the Ginnie Mae Platinum Guaranty in respect thereof) as provided in the Ginnie Mae
Platinum Trust Agreement, on or after the respective due date of such payment, or to institute suit for the
enforcement of any such payment on or after such date.
In consideration of the mutual agreements contained herein, the Administrator and the Ginnie
Mae Platinum Trustee hereby agree that the Ginnie Mae Platinum Trust Agreement is amended and
restated as set forth herein.
1
III-7-1
ARTICLE I
ESTABLISHMENT OF GINNIE MAE PLATINUM TRUST
Section 1.01.
Establishment of Ginnie Mae Platinum Trust; Segregation of Series Trust Funds.
Concurrently with the execution and delivery of this Ginnie Mae Platinum Trust Agreement, the
Initial Depositor does hereby transfer, assign, set over, deposit with and otherwise convey to the Ginnie
Mae Platinum Trustee, without recourse, in trust, all right, title and interest of the Initial Depositor in and
to the sum of Ten Dollars ($10.00) to have and to hold, in trust, and the Ginnie Mae Platinum Trustee
declares that it has received and shall hold such amount as Ginnie Mae Platinum Trustee, in trust until the
termination of this Ginnie Mae Platinum Trust in accordance with Section 6.01. Upon termination of this
Ginnie Mae Platinum Trust, the Ginnie Mae Platinum Trustee shall distribute the amount of $10.00 to the
Initial Depositor. In addition, as of every Issuance Date, each Depositor initiating an exchange of MBS
Assets for one or more Ginnie Mae Platinum Certificates on such Issuance Date transfers, assigns, sets
over, deposits with and otherwise conveys to the Ginnie Mae Platinum Trustee, without recourse, in trust,
all the right, title and interest of such Depositor in and to the MBS Assets identified on the MBS Schedule
attached to the related Deposit Agreement and all other items included or to be included in the Ginnie
Mae Platinum Trust and allocated to a Series Trust Fund, including distributions of principal and interest
due with respect to the underlying MBS Assets on and after the related Issuance Date, to have and to
hold, in trust, and the Ginnie Mae Platinum Trustee declares that it will receive and hold each Ginnie Mae
Certificate as Ginnie Mae Platinum Trustee, in trust, for the benefit and use of the Holders of the related
Series of Ginnie Mae Platinum Certificates and for the purposes and subject to the terms and conditions
set forth in this Ginnie Mae Platinum Trust Agreement. In connection with the issuance of a Series of
Ginnie Mae Platinum Certificates, the Depositor shall pay the Ginnie Mae Platinum Guaranty Fee to the
Administrator. The Ginnie Mae Platinum Guaranty Fee shall be payable to the Administrator for the
account of Ginnie Mae.
The Administrator, on behalf of the Ginnie Mae Platinum Trustee and the Ginnie Mae Platinum
Trust, will cause the MBS Assets deposited with the Depository in connection with a Deposit Agreement
to be designated as a separate Series Trust Fund and shall pay to Ginnie Mae the applicable Ginnie Mae
Platinum Guaranty Fee received from the Depositor. The Ginnie Mae Platinum Trust will issue a
separate Series of Ginnie Mae Platinum Certificates to the related Depositor, which represents the entire
beneficial ownership interest in a Series Trust Fund, in consideration of the exchange and transfer of the
MBS Assets. The Ginnie Mae Platinum Trust will also issue a Ginnie Mae Platinum PO Bond to the
Administrator. The Ginnie Mae Platinum PO Bond is a non-recourse debt obligation of the Series Trust
Fund to which it relates.
Section 1.02.
Sale of MBS Assets.
The deposit of MBS Assets by a Depositor to the Ginnie Mae Platinum Trust pursuant to the
related Deposit Agreement shall occur as of the related Issuance Date for such Series and shall constitute
a sale, assignment, transfer and conveyance by the Depositor to the Ginnie Mae Platinum Trust of all
right, title and interest in such Ginnie Mae Certificate as of such date.
Section 1.03.
Registration of MBS Assets.
Each Ginnie Mae Certificate transferred to the Ginnie Mae Platinum Trust will be registered in
the name of the Depository, or its nominee, for the benefit of the Ginnie Mae Platinum Trustee. The
books and records of the Depository will reflect the Ginnie Mae Platinum Trustee as registered holder of
the MBS Assets, and the books and records of the Ginnie Mae Platinum Trustee will reflect that it holds
2
III-7-2
the MBS Assets as Ginnie Mae Platinum Trustee of the Ginnie Mae Platinum Trust for the benefit of the
Holders of the Ginnie Mae Platinum Securities of the related Ginnie Mae Platinum Series.
Section 1.04.
Delivery of Ginnie Mae Platinum Certificates.
In accordance with the Ginnie Mae Platinum Guide, the Administrator, on behalf of the Ginnie
Mae Platinum Trust and the Ginnie Mae Platinum Trustee, shall deliver to the Depositor (through the
facilities of the Depository) the related Series of Ginnie Mae Platinum Certificates after the execution and
delivery of a Deposit Agreement and the transfer of the related MBS Assets to the Ginnie Mae Platinum
Trustee.
ARTICLE II
THE GINNIE MAE PLATINUM CERTIFICATES
Section 2.01.
The Ginnie Mae Platinum Certificates.
(a)
Ginnie Mae Platinum Certificates. Each Series of Ginnie Mae Platinum Certificates
represents the entire beneficial ownership in a Series Trust Fund.
(b)
Forms and Denominations of Ginnie Mae Platinum Certificates. All Ginnie Mae
Platinum Certificates shall be registered in the name of the Depository or its nominee and issued through
the Depository in book-entry form. Ginnie Mae Platinum Certificates shall be issuable in minimum
denominations representing initial principal amounts of $1,000 and integral multiples of $1 in excess of
$1,000.
After the initial issuance of a Ginnie Mae Platinum Certificate in Book-Entry Form, any
Beneficial Owner may request a Ginnie Mae Platinum Certificate in certificated form substantially in the
form of Exhibit 1 hereto registered in its name for a fee of $25,000 (which fee, less the Ginnie Mae
Platinum Trustee’s and Administrator’s expenses in complying with the request, will be payable to Ginnie
Mae) per physical certificate requested. Any such request for a Ginnie Mae Platinum Certificate in
certificated form shall be made through the standard procedures of the Depository and any other financial
intermediary through which the Beneficial Owner holds its Ginnie Mae Platinum Certificate in bookentry form. Certificated Ginnie Mae Platinum Certificates shall be executed and authenticated by the
Ginnie Mae Platinum Trustee or the Administrator, as authenticating agent for the Ginnie Mae Platinum
Trustee, on behalf of the Ginnie Mae Platinum Trust.
At any time, the Holder of a Certificated Ginnie Mae Platinum Security, in accordance with the
procedures of the Depository, may surrender such Certificated Ginnie Mae Platinum Security to the
Administrator and become the Beneficial Owner of a Book-Entry Ginnie Mae Platinum Security of like
tenor and denomination. The Administrator may assess an appropriate service charge for this surrender.
(c)
Method and Timing of Distribution. Distributions on the Ginnie Mae Platinum Securities
shall be made by the Administrator on each Ginnie Mae Platinum Payment Date to each Holder as of the
related Record Date. Any reference herein to “Ginnie Mae Platinum Payment Date” shall mean, with
respect to distributions or payments on a Certificated Ginnie Mae Platinum Security, the Business Day
following the related Ginnie Mae Platinum Payment Date. Distributions on the Book-Entry Ginnie Mae
Platinum Securities shall be made through the facilities of the Depository pursuant to instructions
provided by the Administrator. Distributions on any Certificated Ginnie Mae Platinum Security shall be
made (i) by check mailed to the Holder thereof at its address reflected in the Register as of the related
Record Date or (ii) upon receipt by the Trustee of a written request of a Holder accompanied by the
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appropriate wiring instructions at least five Business Days prior to a Record Date, by wire transfer of
immediately available funds on the related and each subsequent Ginnie Mae Platinum Payment Date, to
the account of such Holder, if such Holder holds Ginnie Mae Platinum Securities of a Ginnie Mae
Platinum Series in an initial aggregate principal balance of at least $5,000,000. Notwithstanding the
foregoing, the final distribution in retirement of any Certificated Ginnie Mae Platinum Security will be
made only upon presentation and surrender of the certificate at the corporate trust office of the
Administrator. In the event of a principal or interest payment error, the Administrator shall, pursuant to
Ginnie Mae’s instructions, effect corrections.
(d)
Execution, Authentication and Delivery of Ginnie Mae Platinum Certificates.
Certificated Ginnie Mae Platinum Certificates shall be executed by manual or facsimile signature by an
authorized officer of the Ginnie Mae Platinum Trustee, on behalf of the Ginnie Mae Platinum Trust,
under the Ginnie Mae Platinum Trustee’s seal imprinted thereon (which may be a facsimile). Certificated
Ginnie Mae Platinum Certificates bearing the manual or facsimile signatures of individuals who were at
any time authorized officers of the Ginnie Mae Platinum Trustee shall bind the Ginnie Mae Platinum
Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Ginnie Mae Platinum Certificates or did not hold such offices at the
date of the issuance of such Ginnie Mae Platinum Certificates. No certificated Ginnie Mae Platinum
Certificate shall represent entitlement to any benefit under this Ginnie Mae Platinum Trust Agreement, or
be valid for any purpose, unless there appears on such Ginnie Mae Platinum Certificate a certificate of
authentication substantially in the form provided for herein, executed by the Ginnie Mae Platinum
Trustee, or the Administrator, as authenticating agent for the Ginnie Mae Platinum Trustee, by manual
signature, and such certificate of authentication upon any Ginnie Mae Platinum Certificate shall be
conclusive evidence, and the only evidence, that such Ginnie Mae Platinum Certificate has been duly
authenticated and delivered hereunder. All certificated Ginnie Mae Platinum Certificates shall be dated
the date of their authentication.
Delivery of Book-Entry Ginnie Mae Platinum Securities occurs when the Registrar registers the
transferee (as set forth in the related Ginnie Mae Platinum Trust Agreement) as the registered owner of
such Security.
In addition, upon payment of the Ginnie Mae Platinum Guaranty Fee as provided herein, the
Ginnie Mae Platinum Trustee or Administrator shall authenticate the certificated Ginnie Mae Platinum
Certificate, which shall bear the following Ginnie Mae Platinum Guaranty:
GUARANTY:
THE GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION, PURSUANT TO SECTION 306(g) OF THE
NATIONAL HOUSING ACT, GUARANTEES THE TIMELY
PAYMENT OF PRINCIPAL AND INTEREST ON THIS GINNIE
MAE PLATINUM CERTIFICATE IN ACCORDANCE WITH THE
TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE
GINNIE MAE PLATINUM TRUST AGREEMENT. THE FULL
FAITH AND CREDIT OF THE UNITED STATES OF AMERICA IS
PLEDGED TO THE PAYMENT OF ALL AMOUNTS THAT MAY BE
REQUIRED TO BE PAID UNDER THIS GUARANTY.
Section 2.02.
Registration of Transfer and Exchange of Ginnie Mae Platinum Certificates.
The Administrator shall keep one or more offices or agencies at which, subject to such reasonable
regulations as it may prescribe, the Administrator shall maintain a Register and provide for the
registration, transfer and exchange of Ginnie Mae Platinum Certificates as herein provided.
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Upon surrender for registration of transfer of any Ginnie Mae Platinum Certificate held in
certificated form at the office of the Administrator maintained for such purpose and upon satisfaction of
the conditions set forth below in this Section 2.02, the Administrator shall promptly execute, authenticate
and deliver, in the name of the designated transferee or transferees, one or more new Ginnie Mae
Platinum Certificates of like tenor and aggregate denomination.
At the option of the Holders, Ginnie Mae Platinum Certificates held in certificated form may be
exchanged for other Ginnie Mae Platinum Certificates of authorized denominations, of like tenor and of a
like aggregate denomination, upon surrender of the Ginnie Mae Platinum Certificates to be exchanged at
the office maintained for such purpose. Whenever any Ginnie Mae Platinum Certificates are surrendered
for exchange, the Administrator shall execute, authenticate and deliver the Ginnie Mae Platinum
Certificate that the Holder making the exchange is entitled to receive. Every certificated Ginnie Mae
Platinum Certificate presented or surrendered for transfer or exchange shall be duly endorsed (if so
required by the Administrator) by, or be accompanied by a written instrument of transfer in form
satisfactory to the Administrator duly executed by, the Holder thereof or its attorney duly authorized in
writing.
The Administrator may assess an appropriate service charge for any exchange or transfer of any
certificated Ginnie Mae Platinum Certificate in certificated form. The Administrator may require
payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection
with any transfer or exchange of any certificated Ginnie Mae Platinum Certificate. The Trustee shall
cancel and destroy all certificated Ginnie Mae Platinum Certificates surrendered for transfer and
exchange according to its standard procedures.
Section 2.03.
Mutilated, Destroyed, Lost or Stolen Ginnie Mae Platinum Certificates.
If (a) any mutilated Ginnie Mae Platinum Certificate is surrendered to the Administrator, or the
Administrator receives evidence to its satisfaction of the destruction, loss or theft of any Ginnie Mae
Platinum Certificate, and (b) there is delivered to the Administrator such security or indemnity as may be
required by it to save it harmless, then, in the absence of notice to the Administrator that such Ginnie Mae
Platinum Certificate has been acquired by a bona fide purchaser, the Ginnie Mae Platinum Trustee, or the
Administrator, as authenticating agent for the Ginnie Mae Platinum Trustee, shall promptly execute,
authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Ginnie
Mae Platinum Certificate, a new Ginnie Mae Platinum Certificate of like tenor and Series. Upon the
issuance of any new Ginnie Mae Platinum Certificate under this Section, the Ginnie Mae Platinum
Trustee or Administrator may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Ginnie Mae Platinum Trustee or Administrator and their counsel) connected
therewith. Any duplicate Ginnie Mae Platinum Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership interest in the Ginnie Mae Platinum Trust and the
related Series Trust Fund, as if originally issued, regardless of whether the lost, stolen or destroyed Ginnie
Mae Platinum Certificate shall be found at any time.
Section 2.04.
Ginnie Mae Platinum PO Bonds.
Each Series Trust Fund shall issue a principal only bond in addition to a Ginnie Mae Platinum
Certificate in connection with the establishment of such Series Trust Fund, which bond shall be a non
recourse obligation of such Series Trust Fund. The Ginnie Mae Platinum Trustee shall issue a single
Ginnie Mae Platinum PO Bond in addition to the Ginnie Mae Platinum Certificate(s) issued pursuant to
Section 2.01(a). Any such Ginnie Mae Platinum PO Bond shall be issued in certificated form.
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The Ginnie Mae Platinum PO Bond for each Series Trust Fund shall be issued in the initial
principal amount of $5,000. Each Ginnie Mae Platinum PO Bond shall be entitled to receive on each
Ginnie Mae Platinum Payment Date its proportion of the principal distributions made on the related MBS
Assets with respect to the related Ginnie Mae Certificate Payment Date but will not be entitled to receive
any payment of interest. Each Ginnie Mae Platinum PO Bond shall be authenticated in the manner
prescribed for certificated Ginnie Mae Platinum Certificates in Article II hereof.
In the event of a termination of any Series Trust Fund pursuant to a vote by the Holders of 100%
of the outstanding Ginnie Mae Platinum Certificates of such Series in accordance with Section 6.01, then
the Ginnie Mae Platinum PO Bond shall become due and payable in full on the next succeeding Ginnie
Mae Platinum Payment Date.
It is the intent of the parties that the Ginnie Mae Platinum PO Bonds constitute debt obligations
of the Series Trust Funds to which they relate, and the Holders and the Beneficial Owners of the Ginnie
Mae Platinum PO Bonds and of the Ginnie Mae Platinum Certificates shall treat the Ginnie Mae Platinum
PO Bonds accordingly for federal income tax purposes.
ARTICLE III
DISTRIBUTION OF THE GINNIE MAE PLATINUM CERTIFICATES
Section 3.01.
Establishment of Depository Account.
With respect to each Series Trust Fund, the Administrator shall establish and maintain a master
limited-purpose account with the Depository, which Depository Account shall be credited with all
distributions on the MBS Assets included in all applicable Series Trust Funds. The Trustee shall account
for funds in and all deposits to and withdrawals from the Book-Entry Depository Account on a trust-by
trust basis by means of trust specific subaccounts.
Section 3.02.
Certificate and Ginnie Mae Platinum Factors.
With respect to each Ginnie Mae Platinum Payment Date, the Administrator shall use its
reasonable best efforts to (a) obtain the Certificate Factors for the MBS Assets included in the Ginnie
Mae Platinum Trust and (b) calculate and cause to be published by the Information Agent the Ginnie Mae
Platinum Factor for each Series on the applicable Certificate Factor Date.
Section 3.03.
Payments on the MBS Assets.
Payments on the MBS Assets. On each Ginnie Mae Certificate Payment Date, the Depository, as
registered holder of the MBS Assets, will be entitled to receive all payments on the MBS Assets. The
amount of such payments on the MBS Assets shall be held by the Depository in trust in the appropriate
Depository Account for the exclusive benefit of the Ginnie Mae Platinum Trustee, as the registered holder
of the MBS Assets on the books and records of the Depository. On each Ginnie Mae Platinum Payment
Date, the Depository will credit the Depository Account with all amounts received by the Depository in
respect of the MBS Assets with respect to the related Ginnie Mae Certificate Payment Date.
Section 3.04.
Distributions.
(a)
Distribution Shortfall. By no later than 8:30 a.m. on the Ginnie Mae Platinum Payment
Date, the Administrator shall determine the amount, if any, by which (i) the amounts distributable as
principal and interest on each Ginnie Mae Platinum Series on each Ginnie Mae Platinum Payment Date
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(including the amount payable on the related Ginnie Mae Platinum PO Bond), exceed (ii) the amounts
received on the MBS Assets allocated to the related Series Trust Fund with respect to the related Ginnie
Mae Certificate Payment Date (the “Shortfall Amount”). The Administrator shall notify Ginnie Mae of
the Shortfall Amount and the account to which Ginnie Mae should transfer the Shortfall Amount. By no
later than 8:30 a.m. on the Ginnie Mae Platinum Payment Date, the Depository shall determine the
amount, if any, by which (i) the amounts distributable as principal and interest to the Book-Entry Ginnie
Mae Platinum Securities on each Ginnie Mae Platinum Payment Date exceeds (ii) the amounts on deposit
in the Depository Account as of such date (the “Book-Entry Shortfall Amount”). The Depository shall
notify Ginnie Mae of the Book-Entry Shortfall Amount and the account to which Ginnie Mae should
transfer the Book-Entry Shortfall Amount.
(b)
Withdrawals from Depository Account. On each Ginnie Mae Platinum Payment Date,
the Depository shall wire to the Administrator the excess, if any, of the amount on deposit in each
Depository Account over the amounts distributable as principal and interest on the Book-Entry Ginnie
Mae Platinum Securities of the related Series.
(c)
Book-Entry Ginnie Mae Platinum Securities. The Ginnie Mae Platinum Trustee hereby
directs the Depository to withdraw from each Depository Account, as of each Ginnie Mae Platinum
Payment Date, all amounts distributable as principal and interest on the Book-Entry Ginnie Mae Platinum
Securities of the related Series. On each Ginnie Mae Platinum Payment Date, the Depository will credit
the accounts of its record owner of such Book-Entry Ginnie Mae Platinum Securities in accordance with
the standard procedures of the Depository.
(d)
Distributions and Payments. On each Ginnie Mae Platinum Payment Date, the
Administrator shall, with respect to each Series, (i) pay to the Ginnie Mae Platinum Trustee the Ginnie
Mae Platinum Trustee Fee provided for in Section 5.06 hereof and (ii) distribute all amounts distributable
on the Ginnie Mae Platinum Certificates held in certificated form or payable on a Ginnie Mae Platinum
PO Bond held in certificated form to the registered Holder thereof as provided herein. Any distributions
of interest made on a Ginnie Mae Platinum Payment Date on the Ginnie Mae Platinum Certificates issued
in respect of a particular Series shall be at the Interest Rate set forth in the Ginnie Mae Platinum
Certificate and for the preceding month.
(e)
Allocations of Distributions. With respect to each Series Trust Fund, the Holders of each
Ginnie Mae Platinum Certificate shall receive distributions of principal and the Holder of each Ginnie
Mae Platinum PO Bond shall receive payments of principal on a pro rata basis. Distributions of interest
shall be made only to the Holders of the Ginnie Mae Platinum Certificates. All distributions made on any
Ginnie Mae Platinum Certificate on any Ginnie Mae Platinum Payment Date shall be applied first to any
interest payable thereon on such Ginnie Mae Platinum Payment Date and then to any principal thereof.
(f)
Ginnie Mae Platinum Guaranty. With respect to each Ginnie Mae Platinum Series,
pursuant to the Ginnie Mae Platinum Guaranty Agreement, Ginnie Mae, in exchange for the Ginnie Mae
Platinum Guaranty Fee, has guaranteed to each Holder of a Ginnie Mae Platinum Certificate the timely
distribution of principal and interest on the Holder’s certificate and to each Holder of a Ginnie Mae
Platinum PO Bond the timely payment of principal on the Holder’s bond in accordance with the terms
hereof.
(g)
Ginnie Mae Guaranty Payments. If the Administrator or the Ginnie Mae Platinum
Trustee discovers that payments on the MBS Assets underlying a Series will be inadequate to distribute
principal and interest to the Ginnie Mae Platinum Certificates of such Ginnie Mae Platinum Series or to
pay principal on the related Ginnie Mae Platinum PO Bond, the Administrator or the Ginnie Mae
Platinum Trustee promptly shall inform Ginnie Mae that a Ginnie Mae Guaranty Payment in an amount
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equal to the Shortfall Amount must be made. In that event, Ginnie Mae (or its agent) may instruct the
Person designated by the Ginnie Mae Platinum Trustee and acceptable to Ginnie Mae as the Person to
hold funds on behalf of the Ginnie Mae Platinum Trustee (which Person initially shall be BONY) to
transfer such Shortfall Amount to the Depository Account in immediately available funds in accordance
with Section 3.04(a). In addition, if on the Final Payment Date of any Ginnie Mae Platinum Series, the
funds available to be distributed on the related Ginnie Mae Platinum Certificates and paid on the related
Ginnie Mae Platinum PO Bond are insufficient to reduce the principal amount of such Series to zero,
Ginnie Mae will make a Ginnie Mae Guaranty Payment in the amount of such insufficiency. In the event
that Ginnie Mae makes any Ginnie Mae Guaranty Payment to reduce the principal amount of any Ginnie
Mae Platinum Series to zero on its Final Payment Date, such Series shall continue to be treated as
outstanding for all purposes, and Ginnie Mae shall be deemed to have purchased the related Ginnie Mae
Platinum Certificates and Ginnie Mae Platinum PO Bond and will be entitled to all subsequent payments
on such Ginnie Mae Platinum Certificates and such Ginnie Mae Platinum PO Bond.
(h)
Payment Date Statement. No later than 2:00 p.m. Eastern Time on the first Business Day
following each Ginnie Mae Platinum Payment Date, the Ginnie Mae Platinum Trustee shall provide to the
Information Agent a Payment Date Statement in such form as is approved by the Ginnie Mae Platinum
Trustee and Ginnie Mae. Each Payment Date Statement will specify (i) the Trustee Fee payable to the
Trustee, (ii) amounts distributable on such Ginnie Mae Platinum Payment Date as principal and interest
on the Book-Entry Securities from amounts that will be on deposit in the Depository Account and (iii)
Ginnie Mae Platinum Payment amounts distributable on such Ginnie Mae Platinum Payment Date as
principal and interest on the Certificated Ginnie Mae Platinum Securities.
Section 3.05.
Ginnie Mae Platinum Guide.
Ginnie Mae has established the Ginnie Mae Platinum Guide in part to assist the operational
departments of the Ginnie Mae Platinum Trustee, the Depository, the Administrator and Ginnie Mae in
complying with the requirements of this Article III. Ginnie Mae has reserved the right, consistent with
law, to alter or waive any of the requirements of the Ginnie Mae Platinum Guide or to institute other
requirements as it deems appropriate. Each of the Ginnie Mae Platinum Trustee and the Administrator
hereby agrees to comply with the Ginnie Mae Platinum Guide, as it shall be amended from time to time.
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 4.01.
Representations and Warranties of the Ginnie Mae Platinum Trustee.
The Ginnie Mae Platinum Trustee hereby represents and warrants as follows:
(a)
The Ginnie Mae Platinum Trustee acknowledges and declares that it holds and will hold
the MBS Assets identified on the MBS Schedule for each Ginnie Mae Platinum Series, and that it has
agreed to hold all documents delivered to it with respect to such MBS Assets and all assets of the Ginnie
Mae Platinum Trust in trust for the exclusive use and benefit of all present and future Holders and, to the
extent provided in Section 8.05 herein, Ginnie Mae.
(b)
The Ginnie Mae Platinum Trustee (i) acquired the MBS Assets on behalf of the Ginnie
Mae Platinum Trust from a Depositor in good faith, for value, and without notice or knowledge of any
adverse claim, lien, charge, encumbrance or security interest (including, without limitation, any federal
tax liens or liens arising under ERISA), (ii) has not and will not, in any capacity except as Holder or
Beneficial Owner of a Ginnie Mae Platinum Certificate or Ginnie Mae Platinum PO Bond, assert any
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claim or interest in the MBS Assets and will hold (or its agent will hold) such MBS Assets and the
proceeds thereof in trust pursuant to the terms of this Ginnie Mae Platinum Trust Agreement, and (iii) has
not encumbered or transferred its right, title or interest in the MBS Assets, except in its capacity as Ginnie
Mae Platinum Trustee.
ARTICLE V
CONCERNING THE GINNIE MAE PLATINUM TRUSTEE AND ADMINISTRATOR
Section 5.01.
Duties of Ginnie Mae Platinum Trustee.
The Ginnie Mae Platinum Trustee undertakes to perform such duties and only such duties as are
specifically set forth herein. No provision hereof shall be construed to relieve the Ginnie Mae Platinum
Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct;
provided, however, that:
(a)
The duties and obligations of the Ginnie Mae Platinum Trustee shall be determined solely
by the express provisions hereof, the Ginnie Mae Platinum Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth herein, and no implied covenants
or obligations shall be read into this Ginnie Mae Platinum Trust Agreement against the Ginnie Mae
Platinum Trustee, the permissible right of the Ginnie Mae Platinum Trustee to do things enumerated in
this Ginnie Mae Platinum Trust Agreement shall not be construed as a duty and, in the absence of bad
faith on the part of the Ginnie Mae Platinum Trustee, or manifest error, the Ginnie Mae Platinum Trustee
may conclusively rely on the truth of the statements and the correctness of the opinions expressed upon
any certificates or opinions furnished to the Ginnie Mae Platinum Trustee and conforming to the
requirements of this Ginnie Mae Platinum Trust Agreement;
(b)
The Ginnie Mae Platinum Trustee shall not be personally liable for an error of judgment
made in good faith by a Responsible Officer or Responsible Officers of the Ginnie Mae Platinum Trustee,
unless it is proved that the Ginnie Mae Platinum Trustee was negligent in ascertaining the pertinent facts;
(c)
The Ginnie Mae Platinum Trustee shall not be personally liable with respect to any action
taken or suffered or omitted to be taken by it in good faith in accordance with the direction of Ginnie Mae
or any Holder as to the time, method and place of conducting any proceeding for any remedy available to
the Ginnie Mae Platinum Trustee, or exercising any trust or power conferred upon the Ginnie Mae
Platinum Trustee, hereunder; and
(d)
The Ginnie Mae Platinum Trustee shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of
any of its rights or powers, if there shall be reasonable ground for believing that the repayment of such
funds or adequate indemnity against such risk or liability shall not be reasonably assured to it.
Section 5.02.
Certain Matters Affecting the Ginnie Mae Platinum Trustee.
Except as otherwise provided in Section 5.01, with respect to any Series:
(a)
The Ginnie Mae Platinum Trustee may request (at its sole expense, except as otherwise
provided herein) and rely conclusively upon, and shall be protected in acting or refraining from acting
upon, any resolution, officers’ certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper, communication
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or document prima facie in proper form and believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(b)
The Ginnie Mae Platinum Trustee may consult with counsel, and any Opinion of Counsel
shall be full and complete authorization and protection from liability in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel;
(c)
The Ginnie Mae Platinum Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it hereby or to institute, conduct or defend any litigation hereunder or in relation
hereto at the request, order or direction of Ginnie Mae, unless (i) Ginnie Mae has offered to the Ginnie
Mae Platinum Trustee reasonable security or indemnity against the costs, expenses (including the fees and
disbursements of Ginnie Mae Platinum Trustee’s counsel), and liabilities that may be incurred by the
Ginnie Mae Platinum Trustee with respect thereto or (ii) the need for the desirability of such institution,
conduct or defense results from the negligence of the Ginnie Mae Platinum Trustee;
(d)
The Ginnie Mae Platinum Trustee shall not be personally liable for any action taken or
suffered or omitted to be taken by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it hereby;
(e)
The Ginnie Mae Platinum Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper, communications or document, unless requested in writing
so to do by Ginnie Mae; provided, however, that the reasonable expense of such investigation shall be
paid by Ginnie Mae, and the Ginnie Mae Platinum Trustee may require reasonable indemnity against the
costs, expenses or liabilities likely to be incurred by it in the making of such investigation as a condition
to proceeding;
(f)
The Ginnie Mae Platinum Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or attorneys;
(g)
The Ginnie Mae Platinum Trustee may rely conclusively on all calculations and other
information provided to it by Ginnie Mae, the Administrator or any other agent of Ginnie Mae; and
(h)
The Ginnie Mae Platinum Trustee shall not be obligated to post a bond or other form of
surety in connection with its service or status as Ginnie Mae Platinum Trustee hereunder.
Section 5.03. Appointment of Administrator; Ginnie Mae Platinum Trustee Not Liable for
Administrator.
The Administrator is hereby appointed agent of the Ginnie Mae Platinum Trust to perform
substantially all of the duties of the Ginnie Mae Platinum Trustee in connection with the operation of the
Ginnie Mae Platinum Trust, and the Administrator shall be the agent of the Ginnie Mae Platinum Trust
and Ginnie Mae as guarantor, and shall not be deemed to be the agent of the Ginnie Mae Platinum
Trustee. The Administrator, pursuant to this Ginnie Mae Platinum Trust Agreement and the
Administration Agreement, shall act as authenticating agent, collateral agent, certificate registrar, tax
matters agent and payment agent with respect to the Ginnie Mae Platinum Securities and shall operate as
agent for the Ginnie Mae Platinum Trust in connection with the acceptance of the MBS Assets and the
creation of the several Series Trust Funds. The Ginnie Mae Platinum Trustee shall not be liable for any
loss, liability or damage to any Ginnie Mae Platinum Trust attributable to the acts or omissions of the
Administrator.
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The Administration Agreement, as it may be amended from time to time by the Administrator and
Ginnie Mae, governs certain aspects of the relationship of the Administrator to the Ginnie Mae Platinum
Trust.
Section 5.04.
Ginnie Mae Platinum Trustee Not Liable for Ginnie Mae Platinum Certificates.
The Ginnie Mae Platinum Trustee makes no representations as to the validity or sufficiency of
this Ginnie Mae Platinum Trust Agreement or of any Ginnie Mae Platinum Certificate or Ginnie Mae
Platinum PO Bond (except that this Ginnie Mae Platinum Trust Agreement has been duly executed and is
binding on the Ginnie Mae Platinum Trustee, and the Ginnie Mae Platinum Certificates and Ginnie Mae
Platinum PO Bond of each Ginnie Mae Platinum Series shall be duly and validly authenticated and
delivered by the Ginnie Mae Platinum Trustee) or of any Ginnie Mae Certificate or any document related
to any of the foregoing.
The Ginnie Mae Platinum Trustee shall have no responsibility or accountability with respect to
the sufficiency or adequacy of the following: (a) the MBS Assets and Ginnie Mae Guaranty to generate
funds necessary to make required distributions on the Ginnie Mae Platinum Certificates or payments on
the Ginnie Mae Platinum PO Bonds or (b) any offering circular or other securities filings or reports
required to be filed by any federal, state or local securities regulatory authority, including but not limited
to the United States Securities and Exchange Commission.
Section 5.05.
Ginnie Mae Platinum Trustee May Own Ginnie Mae Platinum Certificates.
The Ginnie Mae Platinum Trustee in its individual or any other capacity may become the owner
or pledgee of Ginnie Mae Platinum Certificates or Ginnie Mae Platinum PO Bonds, and may transact
banking or trust business with Ginnie Mae, any Depositor, the Depository, any Beneficial Owner or the
Administrator with the same rights it would have if it were not Ginnie Mae Platinum Trustee.
Section 5.06.
Payment of Ginnie Mae Platinum Trustee’s Fees.
On each Ginnie Mae Platinum Payment Date with respect to each Series Trust Fund, the Ginnie
Mae Platinum Trustee shall be paid compensation for all services rendered by it in the execution of such
Series Trust Fund created by this Ginnie Mae Platinum Trust Agreement and in the exercise and
performance of any of its powers and duties under this Ginnie Mae Platinum Trust Agreement (which
compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an
express trust) in an amount equal to the Ginnie Mae Platinum Trustee Fee for such Series Trust Fund for
such Ginnie Mae Platinum Payment Date before giving effect to distributions on such Ginnie Mae
Platinum Payment Date.
Section 5.07.
Resignation and Removal of the Ginnie Mae Platinum Trustee.
The Ginnie Mae Platinum Trustee may resign as Ginnie Mae Platinum Trustee of the Ginnie Mae
Platinum Trust at any time and be discharged from the trust created hereunder by giving written notice
thereof to Ginnie Mae and upon appointment of a successor trustee pursuant to Section 5.08. Upon
receiving such notice of resignation, Ginnie Mae may appoint a successor trustee. If no successor trustee
shall have been so appointed and have accepted appointment within 90 days after the giving of such
notice of resignation, the resigning Ginnie Mae Platinum Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee acceptable to Ginnie Mae.
Ginnie Mae may remove the Ginnie Mae Platinum Trustee for cause at any time. For the
purposes of this Section “cause” shall mean one of the following:
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(a)
(b)
forth herein;
(c)
The Ginnie Mae Platinum Trustee’s inability to take any actions required hereunder;
The Ginnie Mae Platinum Trustee’s failure to observe or perform any of its covenants set
Termination of the Administration Agreement;
(d)
A court or regulatory authority having jurisdiction in the premises, including without
limitation the FDIC and any similar state authority, entering a decree or order for relief in respect of the
Ginnie Mae Platinum Trustee in an involuntary case under any bankruptcy, insolvency, receivership,
conservatorship or other similar law or regulation, state or federal, now or hereafter in effect, or
appointing a receiver, conservator, assignee, trustee, custodian, sequestrator or other similar official for
the Ginnie Mae Platinum Trustee or for all or any substantial part of its property, or order the winding up
or liquidation of its affairs; or
(e)
The Ginnie Mae Platinum Trustee commencing a voluntary case under any applicable
bankruptcy, insolvency, receivership, conservatorship or other similar law or regulation, state or federal,
now or hereafter in effect, or consenting to or acquiescing in the entry of an order for relief in an
involuntary case under any such law, or consenting to or acquiescing in the appointment of or taking of
possession by a receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator or other similar
official for the Ginnie Mae Platinum Trustee or for all or any substantial part of its property, or making a
general assignment for the benefit of creditors, or the Ginnie Mae Platinum Trustee generally failing to
pay its debts as they become due.
Any resignation or removal of the Ginnie Mae Platinum Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 5.08 hereof but in no event shall become
effective until a successor has been appointed and has accepted the duties of the Ginnie Mae Platinum
Trustee. Any liability of the Ginnie Mae Platinum Trustee hereunder arising prior to such termination
shall survive such termination.
In the event that a Ginnie Mae Platinum Trustee resigns hereunder (other than in connection with
the termination of the Administration Agreement), the resigning Ginnie Mae Platinum Trustee shall
indemnify Ginnie Mae and the Ginnie Mae Platinum Trust for the amount of any excess fees, as defined
below; provided, however, that the monthly liability of the resigning Ginnie Mae Platinum Trustee shall
be limited to an amount equal to 300% of the amount of the Ginnie Mae Platinum Trustee Fee paid on the
Ginnie Mae Platinum Payment Date immediately preceding such resignation. The resigning Ginnie Mae
Platinum Trustee shall provide such security for such indemnity as Ginnie Mae may require. For
purposes of this paragraph, “excess fees” means any fees or costs that the successor Ginnie Mae Platinum
Trustee is entitled to receive in connection with any existing Series of Ginnie Mae Platinum Certificates
in excess of the then current Ginnie Mae Platinum Trustee Fee paid to the resigning Ginnie Mae Platinum
Trustee.
Section 5.08.
Successor Ginnie Mae Platinum Trustee.
Any successor trustee appointed to serve as Ginnie Mae Platinum Trustee of a Ginnie Mae
Platinum Trust as provided in Section 5.07 hereof shall execute, acknowledge and deliver to Ginnie Mae
and its predecessor trustee an instrument accepting such appointment under this Ginnie Mae Platinum
Trust Agreement, and thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor under this Ginnie Mae
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Platinum Trust Agreement, with the same effect as if originally named as trustee therein. The predecessor
trustee shall immediately deliver to the successor trustee all documents and statements held by it
hereunder, and the predecessor trustee shall execute and deliver such instruments and do such other things
as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee
all such rights, powers, duties and obligations. The predecessor trustee shall perform the duties and
obligations imposed on it in this Section irrespective of any stay arising from, any injunction or other
process issued pursuant to, and any restriction or limitation imposed by any bankruptcy, insolvency,
receivership, conservatorship or other similar law or regulation, state or federal, now or hereafter in
effect, including without limitation 11 U.S.C. §§ 105, 362 and 18 U.S.C. §§ 1821, 1823, each as amended
from time to time. In the event the predecessor trustee fails to perform the duties and obligations imposed
on it in this Section, Ginnie Mae may take any action it deems necessary or advisable to cause the
performance of such duties and obligations.
No successor trustee shall be eligible for appointment as provided in this Section unless at the
time of such appointment such successor trustee has been approved by Ginnie Mae in its sole and
absolute discretion.
Section 5.09.
Merger or Consolidation of Ginnie Mae Platinum Trustee.
Any corporation into which a Ginnie Mae Platinum Trustee may be merged or converted or with
which it may be consolidated or any corporation resulting from any merger, conversion or consolidation
to which such Ginnie Mae Platinum Trustee may be a party, or any corporation succeeding to the business
of such Ginnie Mae Platinum Trustee, shall be the successor of such Ginnie Mae Platinum Trustee
hereunder without the execution or filing of any paper or any further act on the part of any of the parties
hereto.
ARTICLE VI
TERMINATIONS
Section 6.01.
Termination of Ginnie Mae Platinum Trust Agreement.
The respective obligations and responsibilities of the Administrator and the Ginnie Mae Platinum
Trustee created hereby (other than the obligation of the Administrator to make certain payments to
Holders after the final distribution or final Ginnie Mae Platinum Payment Date) shall terminate upon the
distribution of all principal and accrued interest on each outstanding Series of Ginnie Mae Platinum
Certificates and all other amounts due and owing by the Ginnie Mae Platinum Trustee hereunder;
provided, however, that in no event shall the Ginnie Mae Platinum Trust created hereby continue beyond
the expiration of 21 years less one day from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James’s, living on the date hereof.
With respect to any Series Trust Fund, the Series Trust Fund may be terminated at any time prior
to the Final Payment Date of such Ginnie Mae Platinum Series, provided that all Holders of the
outstanding Ginnie Mae Platinum Certificates relating to such Ginnie Mae Platinum Series have entered
into a mutually agreeable arrangement for such termination and provided further, that no such termination
may be effected with respect to any Series Trust Fund to the extent that any Ginnie Mae Platinum
Certificate of such Series is an asset of a Series Trust Fund. Upon written notification to the Ginnie Mae
Platinum Trustee and the Administrator from the Holders that all parties to the termination agreement
have concurred, the return of the Ginnie Mae Platinum Certificates to Ginnie Mae for cancellation, and
the payment of a termination fee the Ginnie Mae Platinum Guarantee will be terminated, the related
Ginnie Mae Platinum PO Bond shall be paid in full (or provision for such payment shall have been made)
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and the underlying MBS Assets shall be released from the Ginnie Mae Platinum Trust and reconveyed to
the Holders requesting such termination. Any termination of a Series Trust Fund pursuant to this
paragraph may be effected only in compliance with the provisions of the Ginnie Mae Platinum Guide in
effect from time to time.
ARTICLE VII
TAX PROVISIONS
Section 7.01.
Designation of Ginnie Mae Platinum Trust and Series Trust Funds as Grantor Trust.
The Ginnie Mae Platinum Trustee shall have received an opinion of counsel to the effect that the
Series Trust Funds created pursuant to this Ginnie Mae Platinum Trust Agreement shall be treated as
grantor trusts for federal income tax purposes. In order to maintain the grantor trust status of each Series
Trust Fund, the Administrator will perform the various tax administration functions of each Series Trust
Fund and act as agent of each Series Trust Fund as set forth in this Section 7.01.
(a)
The Administrator shall pay any and all tax-related expenses (not including taxes) of each
Series Trust Fund, including but not limited to any professional fees or expenses related to audits or any
administrative or judicial proceedings with respect to any Series Trust Fund that involves the Internal
Revenue Service or state tax authorities.
(b)
The Administrator shall prepare all of the federal and state tax and information returns
required, if applicable, for each Series Trust Fund. The Ginnie Mae Platinum Trustee shall sign and file
any such returns. The expenses of preparing and filing tax and information returns will be borne by the
Administrator.
(c)
The Administrator, acting as agent of each Series Trust Fund, shall perform on behalf of each
Series Trust Fund all reporting and other tax compliance duties that are the responsibility of each Series
Trust Fund under the Code, related regulations and compliance guidance issued by the Internal Revenue
Service or any state or local taxing authority. Among its other duties, the Administrator shall provide the
Holders of each Ginnie Mae Platinum Series with such information or reports as are required by the Code,
related regulations and compliance guidance issued by the Internal Revenue Service (including, but not
limited to, reporting required tax information to Ginnie Mae for publication on Ginnie Mae’s website).
The expenses of performing such duties and providing such information or reports will be borne by the
Administrator.
.
(d)
The Administrator, the Ginnie Mae Platinum Trustee (to the extent it has been instructed
by the Administrator) and the Holders of a Ginnie Mae Platinum Series shall take any action or cause the
related Series Trust Fund to take any action necessary to create or maintain the status of the related Series
Trust Fund as a grantor trust for federal income tax purposes and shall assist each other as necessary to
create or maintain such status.
(e)
The Administrator, the Ginnie Mae Platinum Trustee (if and to the extent it has been
instructed by the Administrator to refrain from taking a particular action) and the Holders of a Ginnie
Mae Platinum Series shall not take any action or cause the related Series Trust Fund to take any action
that could endanger the status of such Series Trust Fund as a grantor trust for federal income tax purposes,
unless the Ginnie Mae Platinum Trustee and the Administrator have each received an Opinion of Counsel
(at the expense of the party seeking to take such action) to the effect that the contemplated action will not
endanger such status.
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Section 7.02.
Prohibited Activities.
Neither the Ginnie Mae Platinum Trustee, the Administrator, Ginnie Mae nor any Depositor shall
authorize (or, in the case of the Administrator, permit) any modification of any material term of the MBS
Assets or the related Ginnie Mae Platinum Series (including, but not limited to, the Interest Rate, the
principal balance, the remaining term to maturity, or any other term affecting the amount or timing of
distributions or payments on the Series of Ginnie Mae Platinum Certificates, the Ginnie Mae Platinum PO
Bond or the MBS Assets related to the Ginnie Mae Platinum Series).
The Ginnie Mae Platinum Trustee shall not (a) sell, dispose of, or substitute the MBS Assets held
for any Series except for the sale or disposition of the MBS Assets upon the termination of the related
Series Trust Fund or of the Ginnie Mae Platinum Trust as described herein or (b) acquire any additional
assets for a specific Series Trust Fund or (c) cause the Ginnie Mae Platinum Trust or any Series Trust
Fund to engage in any action not contemplated by this Ginnie Mae Platinum Trust Agreement, unless it
has received an Opinion of Counsel, which shall not be at the expense of the Ginnie Mae Platinum
Trustee, that any such sale, disposition, substitution, acquisition or action will not affect adversely the
status of any other Series Trust Fund as a grantor trust under the Code.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01.
Limitation of Rights of Holders.
The death or incapacity of any person having an interest, beneficial or otherwise, in a Ginnie Mae
Platinum Certificate or Ginnie Mae Platinum PO Bond shall not operate to terminate this Ginnie Mae
Platinum Trust Agreement, the Ginnie Mae Platinum Trust or any Series Trust Fund, nor entitle the legal
representatives or heirs of such person or any Holder for such person to claim an accounting, take any
action or bring any proceeding in any court for a partition or winding up of the Ginnie Mae Platinum
Trust or any Series Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.
Section 8.02.
Control by Holders.
Except as set forth in Sections 6.01 and 8.03, no Holder in any Series shall have any right to vote
or in any manner otherwise control the administration, operation and management of any Series Trust
Fund or related Ginnie Mae Platinum Certificates or Ginnie Mae Platinum PO Bond, or the obligations of
the parties hereto, nor shall anything herein set forth, or contained in the terms of the Ginnie Mae
Platinum Certificates or Ginnie Mae Platinum PO Bonds, be construed so as to constitute the Holders
from time to time as partners or members of an association; nor shall a Holder be under any liability to
any third person by reason of any action taken by the parties to this Ginnie Mae Platinum Trust
Agreement pursuant to any provision hereof.
Section 8.03.
Amendment of Ginnie Mae Platinum Trust Agreement.
(a)
This Ginnie Mae Platinum Trust Agreement may be amended from time to time by the
Ginnie Mae Platinum Trustee and Administrator, with the consent of Ginnie Mae but without the consent
of any Depositor or any Holder or Holders, (i) to cure any ambiguity, to correct or supplement any
provision herein that may be inconsistent with any other provision herein, or to make any other provisions
with respect to this Ginnie Mae Platinum Trust Agreement, provided that any such amendment shall not
effect a change in principal amount, Interest Rates, Ginnie Mae Platinum Payment Dates, the Ginnie Mae
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Platinum Guaranty or other payment terms for the Series or otherwise adversely affect in any material
respect the interests of any Holder and shall not impose an additional obligation on any party who has not
consented to such amendment, or (ii) except as provided in Section 8.03(b) below, to make any other
changes that Ginnie Mae requests.
(b)
Notwithstanding any other provision herein, without the consent of each Holder of a
Ginnie Mae Platinum Certificate that may be adversely affected, this Ginnie Mae Platinum Trust
Agreement may not be amended to impair or affect the right of such Holder to receive distributions of
principal and interest (including any payment under the Ginnie Mae Platinum Guaranty in respect thereof)
as herein provided, on or after the respective due date of such payment, or to institute suit for the
enforcement of any such payment on or after such date.
Section 8.04.
Persons Deemed Owners.
The Ginnie Mae Platinum Trustee, Ginnie Mae and the Administrator, or any agent of the Ginnie
Mae Platinum Trustee, Ginnie Mae or the Administrator, may deem and treat the Holder of the Ginnie
Mae Platinum Certificates or Ginnie Mae Platinum PO Bonds (which, with respect to the Book-Entry
Ginnie Mae Platinum Securities, will be the Depository (or its nominee)), as the absolute owner of such
Ginnie Mae Platinum Certificates or Ginnie Mae Platinum PO Bonds for the purpose of receiving
distributions of principal or interest on such Ginnie Mae Platinum Certificates or payment of principal on
such Ginnie Mae Platinum PO Bond and for all other purposes, and neither the Ginnie Mae Platinum
Trustee, Ginnie Mae nor the Administrator, nor any agent of the Ginnie Mae Platinum Trustee, Ginnie
Mae or the Administrator, shall be affected by any notice to the contrary. All such distributions or
payments so made to the Holder or upon such Holder’s order shall be valid and, to the extent of the sum
or sums so distributed or paid, effectual to satisfy and discharge the duty for monies distributable or
payable by the Ginnie Mae Platinum Trustee upon such Ginnie Mae Platinum Certificates or Ginnie Mae
Platinum PO Bonds.
The Holder of a Book-Entry Ginnie Mae Platinum Security is not the Beneficial Owner of such
Ginnie Mae Platinum Security. The rights of a Beneficial Owner of a Book-Entry Ginnie Mae Platinum
Security with respect to the Ginnie Mae Platinum Trustee, Ginnie Mae and the Administrator may be
exercised only through the Holder, which is the Depository or its nominee. The Ginnie Mae Platinum
Trustee, Ginnie Mae and the Administrator will have no obligation to a Beneficial Owner of a BookEntry Ginnie Mae Platinum Security because such obligations are satisfied directly to the Depository.
Section 8.05.
Third-Party Beneficiary; Ginnie Mae Subrogation.
The Ginnie Mae Platinum Trustee, Administrator and each Depositor hereby acknowledge and
agree that Ginnie Mae is a third-party beneficiary of this Ginnie Mae Platinum Trust Agreement and
entitled to enforce all obligations of any party to this Ginnie Mae Platinum Trust Agreement. Ginnie Mae
shall be subrogated to all the rights, interests, remedies, powers and privileges of the Holders in respect of
any Shortfall Amount paid by Ginnie Mae.
Section 8.06.
Preemption.
Pursuant to Sections 306(g)(3)(E)(iv) or 309(a) of the National Housing Act (12 U.S.C.
§§ 1721(g)(3)(E)(iv) and 1723a(a), respectively), Ginnie Mae may exercise any right or power granted to
it in or recognized under this Ginnie Mae Platinum Trust Agreement irrespective of any stay arising from,
any injunction or other process issued pursuant to, and any restriction or limitation imposed by any
bankruptcy, insolvency, receivership, conservatorship or other similar law or regulation, state or federal,
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now or hereafter in effect, including without limitation 11 U.S.C. §§ 105, 362 and 18 U.S.C. §§ 1821,
1823, each as amended from time to time.
Section 8.07.
Governing Law.
THIS GINNIE MAE PLATINUM TRUST AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES OF AMERICA.
INSOFAR AS THERE MAY BE NO APPLICABLE LAW OF THE UNITED STATES OF AMERICA,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING REGARD TO
CONFLICT OF LAWS PRINCIPLES) SHALL BE DEEMED REFLECTIVE OF THE LAWS OF THE
UNITED STATES OF AMERICA, INSOFAR AS TO DO SO WOULD NOT FRUSTRATE THE
PURPOSES OF ANY PROVISION OF THIS GINNIE MAE PLATINUM TRUST AGREEMENT OR
THE TRANSACTIONS GOVERNED THEREBY.
Section 8.08.
Successors.
This Ginnie Mae Platinum Trust Agreement shall be binding upon and shall inure to the benefit
of any successor to the Ginnie Mae Platinum Trustee, each Depositor, the Administrator or Ginnie Mae,
including any successor by operation of law.
Section 8.09.
Headings.
The Article and Section headings are for convenience only and shall not affect the construction of
this Ginnie Mae Platinum Trust Agreement.
Section 8.10.
Notice and Demand.
Any notice, demand or other communication that by any provision of this Ginnie Mae Platinum
Trust Agreement is required or permitted to be given or served to or upon any Holder may be given or
served in writing by deposit thereof, postage prepaid, in the United States mail addressed to such Holder
as such Holder’s name and address may appear in the records of the Ginnie Mae Platinum Trustee or the
Registrar. Such notice, demand or other communication to or upon a Holder shall be deemed to have
been sufficiently given or made, for all purposes, upon mailing or transmission.
RECEIPT AND ACCEPTANCE OF A GINNIE MAE PLATINUM CERTIFICATE OR
GINNIE MAE PLATINUM PO BOND BY OR ON BEHALF OF A HOLDER, WITHOUT ANY
SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE
UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND ALL OTHERS HAVING A
BENEFICIAL INTEREST IN SUCH GINNIE MAE PLATINUM CERTIFICATE OR GINNIE MAE
PLATINUM PO BOND OF ALL THE TERMS AND PROVISIONS OF THIS GINNIE MAE
PLATINUM TRUST AGREEMENT.
All demands, notices, approvals and communications under this Ginnie Mae Platinum Trust
Agreement shall be in writing and shall be deemed to have been duly given if personally delivered
(including overnight receipted delivery by a recognized courier service) to or mailed by registered mail,
postage prepaid, or transmitted by any standard form of written telecommunications and confirmed by a
similar mailed writing, to the address provided in writing to the Administrator. The address for Ginnie
Mae shall be as follows:
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Government National Mortgage Association
451 Seventh Street, S.W., Room B-133
Washington, D.C. 20410-9000
Attention: President
With copies to:
Department of Housing and Urban Development
Office of General Counsel
Room 9254
451 Seventh Street, S.W.
Washington, D.C. 20410-9000
Attention: Assistant General Counsel Ginnie Mae/Finance
The address of the Ginnie Mae Platinum Trustee shall be as follows:
The Bank of New York, as Ginnie Mae Platinum Trustee
of the Ginnie Mae Platinum Trust
101 Barclay Street, 8th Floor East
New York, N.Y. 10286
Attention: Ginnie Mae Relationship Services
The address of the Administrator shall be as follows:
The Bank of New York, as Administrator
101 Barclay Street, 8th Floor East
New York, N.Y. 10286
Attention: Ginnie Mae Relationship Services
The addresses of all other parties are set forth in the related agreements.
Section 8.11.
Severability of Provisions.
Any part, provision, representation or warranty of this Ginnie Mae Platinum Trust Agreement
that is prohibited or that is held to be void or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining parts, provisions, representations or
warranties of this Ginnie Mae Platinum Trust Agreement. Any part, provision, representation or warranty
of this Ginnie Mae Platinum Trust Agreement that is prohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining parts, provisions, representations or
warranties of this Ginnie Mae Platinum Trust Agreement, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To
the extent permitted by applicable law, the parties to this Ginnie Mae Platinum Trust Agreement waive
any provision of law that prohibits or renders void or unenforceable any provision of this Ginnie Mae
Platinum Trust Agreement.
Section 8.12.
Counterparts.
This Ginnie Mae Platinum Trust Agreement may be executed in two or more counterparts, each
of which when so executed and delivered shall be an original, and all of which together shall constitute
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one and the same instrument. This Ginnie Mae Platinum Trust Agreement shall inure to the benefit of
and be binding upon the parties thereto and their respective successors and assigns.
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IN WITNESS WHEREOF, the Ginnie Mae Platinum Trustee and the Administrator have caused
this Amendment and Restatement of the Ginnie Mae Platinum Trust Agreement to be duly executed by
their respective officers thereunto duly authorized as of the day and year first above written.
THE BANK OF NEW YORK, as Ginnie Mae Platinum Trustee
By:
Its:
THE BANK OF NEW YORK, as Administrator
By:
Its:
Consented to:
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
By:
Its:
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Exhibit 1
Form of Ginnie Mae Platinum Certificate
(See next page)
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[THIS DOCUMENT IS ALSO EXHIBIT 1 TO THE
GINNIE MAE PLATINUM TRUST AGREEMENT]
FORM OF GINNIE MAE PLATINUM CERTIFICATE
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
GUARANTEED GINNIE MAE PLATINUM MULTICLASS CERTIFICATE
GINNIE MAE PLATINUM MASTER TRUST (THE “GINNIE MAE PLATINUM TRUST”)
SERIES ____
THE GOVERNMENT NATIONAL MORTGAGE ASSOCIATION, PURSUANT TO SECTION
306(g) OF THE NATIONAL HOUSING ACT, GUARANTEES THE TIMELY PAYMENT OF
PRINCIPAL AND INTEREST ON THIS GINNIE MAE PLATINUM CERTIFICATE IN
ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE
GINNIE MAE PLATINUM TRUST AGREEMENT. THE FULL FAITH AND CREDIT OF THE
UNITED STATES OF AMERICA IS PLEDGED TO THE PAYMENT OF ALL AMOUNTS
THAT MAY BE REQUIRED TO BE PAID UNDER THIS GUARANTY.
SERIES:
CUSIP NO.:
ISSUANCE DATE:
INTEREST RATE ________%
FINAL GINNIE MAE PLATINUM PAYMENT
DATE:
INITIAL CERTIFICATE PRINCIPAL
AMOUNT: $______________
MORTGAGE TYPE:
NO. ____
SINGLE YEAR DESIGNATION
(If Applicable):
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This Ginnie Mae Platinum Certificate (this “Certificate”) evidences a percentage interest in the
distributions allocable to the Ginnie Mae Platinum Series indicated on the face hereof issued by the Trust,
the initial assets of which consist primarily of the MBS Assets.
THIS CERTIFIES THAT
_______________________
is the registered owner (the “Ginnie Mae Platinum Holder”) of the Percentage Interest evidenced by this
Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the
denominations of all Certificates of this Series) in any monthly distributions allocable to this Ginnie Mae
Platinum Series. The Certificates were issued by the Ginnie Mae Platinum Trust created pursuant to a
trust agreement, as amended in connection with the deposit of the MBS Assets underlying this Series (as
amended, the “Ginnie Mae Platinum Trust Agreement”) among The Bank of New York (“BONY”), as
Ginnie Mae Platinum Trustee, BONY, as Administrator, and the depositors of the underlying MBS Assets
from time to time. To the extent not defined herein, the capitalized terms used herein have the meanings
assigned to them in the Ginnie Mae Platinum Trust Agreement in the form in effect on the Issuance Date.
This Certificate is issued under and is subject to the terms, provisions and conditions of the Ginnie Mae
Platinum Trust Agreement, to which the Ginnie Mae Platinum Holder of this Certificate, by virtue of the
acceptance hereof, assents and by which such Ginnie Mae Platinum Holder is bound.
Pursuant to the terms of the Ginnie Mae Platinum Trust Agreement, distributions will be made on
each Ginnie Mae Platinum Payment Date, commencing in the month following the month of the Issuance
Date, to the Person in whose name this Certificate is registered at the close of business on the last
Business Day of the month immediately preceding the month of such distribution (the related “Record
Date”), in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the
distributions, if any, allocable to this Ginnie Mae Platinum Series pursuant to the Ginnie Mae Platinum
Trust Agreement. The “Ginnie Mae Platinum Payment Date” for this Certificate shall be the day of each
month on which payment is to be made by the Depository to the beneficial owners of the underlying
Ginnie Mae Certificates that are in Book-Entry Form, in accordance with the rules and procedures of the
Depository as in effect from time to time. Notwithstanding the foregoing, payments on this certificate
will be made on the Business Day following the Ginnie Mae Platinum Payment Date if held in
certificated form.
This Certificate is limited in right of payment to certain collections in respect of the underlying
MBS Assets and the Ginnie Mae Platinum Guaranty, all as more specifically set forth in the Ginnie Mae
Platinum Trust Agreement. This Certificate does not represent an obligation of the Administrator, the
Depositor or the Ginnie Mae Platinum Trustee or any of their subsidiaries or affiliates.
Distributions on the Certificates held in Book-Entry Form shall be made on each Ginnie Mae
Platinum Payment Date by wire transfer of immediately available funds to the Depository. Distributions
on any Certificate held in certificated form shall be made on the Business Day following each Ginnie Mae
Platinum Payment Date (a) by check mailed to the Holder thereof at its address reflected in the Register
as of the related Record Date or (b) upon receipt by the Administrator from a Holder of a written request
and wire instructions at least five Business Days prior to the related Record Date, by wire transfer of
immediately available funds on the Business Day following the related Ginnie Mae Platinum Payment
Date and each subsequent Ginnie Mae Platinum Payment Date to the account of such Holder, if such
Holder holds Certificates having an initial aggregate principal balance of at least $5,000,000.
Notwithstanding the foregoing, the final distribution in retirement of any certificate will be made only
upon presentation and surrender of the certificate at the office of the Administrator.
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Subject to the limitations set forth in the Ginnie Mae Platinum Trust Agreement, the Ginnie Mae
Platinum Trust Agreement may be amended for any purpose, without the consent of any Ginnie Mae
Platinum Holder or Ginnie Mae Platinum Holders. However, the Ginnie Mae Platinum Trust Agreement
may not be amended without the consent of the affected Ginnie Mae Platinum Holders if the effect of
such amendment is to alter the timing or amount of any required distribution of principal or interest
(including distributions made pursuant to the Ginnie Mae Platinum Guaranty) to any Ginnie Mae
Platinum Holder, or the right of any Ginnie Mae Platinum Holder to institute suit for the enforcement of
any such payment. Any such consent by the Ginnie Mae Platinum Holder of this Certificate shall be
conclusive and binding on such Ginnie Mae Platinum Holder and upon all future holders of this
Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof
regardless of whether notation of such consent is made upon this Certificate.
The Certificates of this Ginnie Mae Platinum Series are issuable in Book-Entry Form and in
denominations specified in the Ginnie Mae Platinum Trust Agreement. As provided in the Ginnie Mae
Platinum Trust Agreement and subject to certain limitations therein set forth (a) Beneficial Owners of
Certificates in Book-Entry Form may request Certificates in certificated form for a fee of $25,000 per
physical certificate, (b) Holders of Certificates in certificated form may, upon request, surrender their
Certificates and become the Beneficial Owner of a Certificate in Book-Entry Form of like tenor and
denomination and (c) all Certificates are exchangeable for new Certificates of like tenor of authorized
denominations, as requested by the Holder surrendering the same. There will be a service charge for any
such registration of transfer or exchange, and the Administrator may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
The Series Trust Fund to which this Certificate relates is the non-recourse obligor on the debt
obligation represented by the Ginnie Mae Platinum PO Bond.
The Administrator, Ginnie Mae and the Ginnie Mae Platinum Trustee and any agent of the
Administrator, Ginnie Mae or the Ginnie Mae Platinum Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the Administrator, Ginnie Mae
nor the Ginnie Mae Platinum Trustee, nor any such agent shall be affected by notice to the contrary.
The obligations created by the Ginnie Mae Platinum Trust Agreement and the Ginnie Mae
Platinum Trust relating to this Ginnie Mae Platinum Series shall terminate upon the payment to Ginnie
Mae Platinum Holders of all amounts held by or on behalf of the Ginnie Mae Platinum Trustee and
required to be paid to them pursuant to the Ginnie Mae Platinum Trust Agreement.
Unless the certificate of authentication herein has been executed by the Ginnie Mae Platinum
Trustee, by manual signature, this Certificate shall not represent entitlement to any benefit under the
Ginnie Mae Platinum Trust Agreement or be valid for any purpose.
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IN WITNESS WHEREOF, the Ginnie Mae Platinum Trustee has caused this Certificate to be
duly executed under its official seal.
THE BANK OF NEW YORK,
as Ginnie Mae Platinum Trustee
By:______________________________
AUTHORIZED SIGNATORY
Attest:__________________________
AUTHORIZED SIGNATORY
Dated: __________________________
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CERTIFICATE OF AUTHENTICATION
This is one of the Series _________ Ginnie Mae Platinum Certificates referred to in the withinmentioned Ginnie Mae Platinum Trust Agreement.
THE BANK OF NEW YORK, as Administrator on behalf of the Ginnie Mae Platinum Trust
By:_______________________________
AUTHORIZED SIGNATORY
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of assignee.)
the beneficial interest evidenced by the within Certificate and hereby authorizes the transfer of
registration of such interest to the above named assignee on the Register of the Ginnie Mae Platinum
Trust.
I (We) further direct the Ginnie Mae Platinum Trustee to issue a new Certificate of like
denomination and like tenor, to the above named assignee and to deliver such Certificate to the following
address:
______________________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of assignor
_____________________________________
Signature Guaranteed
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DISTRIBUTION INSTRUCTIONS
The assignee should complete the following for purposes of future distributions:
Distributions shall be made by wire transfer or otherwise in immediately available funds, if permitted
hereunder, to
______________________________________________________________________________
for the account of ______________________________________________________________
account number ________________________________________________________________
or, if mailed by check, to _______________________________________________________
Applicable statements should be mailed to __________________________________________
_____________________________________________________________________________
This information is provided by _________________________________________________,
the assignee named above, or ___________________________________________________,
as its agent.
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GINNIE MAE PLATINUM CERTIFICATES GUARANTY AGREEMENT
Pursuant to Section 306(g) of the National Housing Act, the Government National Mortgage
Association (“Ginnie Mae”) hereby guarantees the timely payment of principal and interest on each Series
of Ginnie Mae Platinum Securities in accordance with their respective terms as established by the Sixth
Amendment and Restatement as of April 1, 2008 of the Ginnie Mae Platinum Trust Agreement, dated as
of October 1, 1994, as it may be supplemented and amended from time to time (the “Ginnie Mae
Platinum Trust Agreement” or the “Trust Agreement”), relating to the Ginnie Mae Platinum Certificates
and the various Deposit Agreements executed in connection therewith.
Ginnie Mae hereby authorizes The Bank of New York as the Administrator, on behalf of the
Trustee of the Trust established pursuant to the Trust Agreement, to issue the Ginnie Mae Platinum
Certificates and to authenticate and deliver certificates representing each Series of Ginnie Mae Platinum
Certificates, with the form of each such certificate to include the following guaranty:
GUARANTY:
THE GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION, PURSUANT TO SECTION 306(g) OF THE
NATIONAL HOUSING ACT, GUARANTEES THE TIMELY
PAYMENT OF PRINCIPAL AND INTEREST ON THIS GINNIE
MAE PLATINUM CERTIFICATE IN ACCORDANCE WITH THE
TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE
GINNIE MAE PLATINUM TRUST AGREEMENT. THE FULL
FAITH AND CREDIT OF THE UNITED STATES OF AMERICA IS
PLEDGED TO THE PAYMENT OF ALL AMOUNTS THAT MAY BE
REQUIRED TO BE PAID UNDER THIS GUARANTY.
In connection with the issuance of the Ginnie Mae Platinum Certificates from time to time,
Ginnie Mae hereby agrees to indemnify and hold harmless the Trustee (including each official, officer,
and control person of the Trustee) from and against any and all losses, claims, demands, liabilities, or
expenses (including, without limitation, all attorneys’ fees and related charges and expenses) resulting,
directly or indirectly, from the performance of the Trustee under the Trust Agreement; provided, however,
that Ginnie Mae shall not indemnify the Trustee for any default or other failure of the Trustee to perform
under the Trust Agreement nor will Ginnie Mae indemnify the Trustee for acts or omissions of the
Administrator under the Trust Agreement or otherwise in connection with the Ginnie Mae Platinum
Certificate Program.
IN WITNESS WHEREOF, Ginnie Mae has executed and delivered this Guaranty Agreement as
of the date set forth below.
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
By:_________________________________________________
Michael J. Frenz
Executive Vice President
Government National Mortgage Association
Dated: [
]
29
III-7-29
Base Offering Circular
Government National Mortgage Association
GINNIE MAE
Guaranteed Ginnie Mae Platinum Certificates
(Issuable in Series)
____________
The Government National Mortgage Association Guaranteed Ginnie Mae Platinum Certificates
(the “Ginnie Mae Platinum Certificates”), which will be sold from time to time in one or more series
(each, a “Ginnie Mae Platinum Series”), represent undivided ownership interests in Series Trust Funds
(each, a “Series Trust Fund”) established from time to time. The Government National Mortgage
Association (“Ginnie Mae”), a wholly-owned corporate instrumentality of the United States of America
within the Department of Housing and Urban Development, guarantees the timely payment of principal
and interest on each Ginnie Mae Platinum Series (the “Ginnie Mae Platinum Guaranty”). The Ginnie
Mae Platinum Guaranty is backed by the full faith and credit of the United States of America.
Each Ginnie Mae Platinum Series will evidence an interest in future principal and interest
payments on the MBS Assets in the related Series Trust Fund. Each Series Trust Fund will be comprised
primarily of (i) “fully modified pass-through” mortgage-backed certificates as to which Ginnie Mae has
guaranteed the timely payment of principal and interest pursuant to the Ginnie Mae I program or the
Ginnie Mae II Program (each, a “Ginnie Mae MBS Certificate”) or (ii) previously issued Ginnie Mae
Platinum Certificates. The mortgage loans underlying the MBS Assets (the “Mortgage Loans”) consist of
one- to four-family, fixed rate, residential mortgage loans that are insured or guaranteed by the Federal
Housing Administration (“FHA”), the United States Department of Veterans Affairs (“VA”) or the Rural
Development, formerly the Rural Housing Service. See “The MBS Assets.” The terms of each Ginnie
Mae Platinum Series and information relating to the underlying MBS Assets will be set forth in an
Offering Circular Supplement.
____________
THE GOVERNMENT NATIONAL MORTGAGE ASSOCIATION GUARANTEES THE TIMELY
PAYMENT OF PRINCIPAL AND INTEREST ON THE GINNIE MAE PLATINUM CERTIFICATES.
THE GINNIE MAE PLATINUM GUARANTY IS BACKED BY THE FULL FAITH AND CREDIT OF
THE UNITED STATES OF AMERICA. THE GINNIE MAE PLATINUM SECURITIES ARE
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933
AND CONSTITUTE EXEMPTED SECURITIES UNDER THE SECURITIES EXCHANGE ACT OF
1934.
____________
The date of this Base Offering Circular is December 1, 2008.
III-8-1
This Base Offering Circular may not be used to consummate sales of Ginnie Mae Platinum
Certificates unless accompanied by the related Offering Circular Supplement.
The Weighted Average Life of each Ginnie Mae Platinum Series may be affected by the rate of
payments of principal (including, without limitation, prepayments and payments of certain other amounts
resulting from defaults) on the Mortgage Loans backing the related MBS Assets and the timing of receipt
of those payments. The Ginnie Mae Platinum Guaranty of timely payment of principal and interest is not
a guarantee of the Weighted Average Life of a Ginnie Mae Platinum Series or of any particular rate of
principal prepayments.
DEFINED TERMS
Capitalized terms used in this Base Offering Circular and any Offering Circular Supplement shall
have the meanings assigned in the glossary included in Appendix I, unless otherwise specified.
OFFERING CIRCULAR SUPPLEMENT
The Offering Circular Supplement relating to a Ginnie Mae Platinum Series to be offered under
this Offering Circular will, among other things, set forth with respect to those Ginnie Mae Platinum
Certificates, as appropriate: (a) information about the general characteristics of the MBS Assets included
in that Series Trust Fund; (b) a description of the Ginnie Mae Platinum Certificates of that Ginnie Mae
Platinum Series and the Interest Rate to be passed through to Holders of that Ginnie Mae Platinum Series;
and (c) the Original Principal Balance and single year designation, if applicable, of that Ginnie Mae
Platinum Series.
This Base Offering Circular, together with the Offering Circular Supplement for each Ginnie Mae
Platinum Series, constitutes an offer to sell only that Ginnie Mae Platinum Series. No broker, dealer,
salesperson or other person has been authorized to provide any information or to make any statements or
representations other than those contained in this Base Offering Circular and the related Offering Circular
Supplement. Investors must not rely upon any other such information, statements or representations.
Neither this Base Offering Circular nor any Offering Circular Supplement constitutes an offer to sell or a
solicitation of an offer to buy any Ginnie Mae Platinum Certificate in any jurisdiction in which such an
offer or solicitation would be unlawful.
III-8-2
TABLE OF CONTENTS
Page
DEFINED TERMS........................................................................................................................................................... 2
OFFERING CIRCULAR SUPPLEMENT .................................................................................................................. 2
DESCRIPTION OF THE GINNIE MAE PLATINUM CERTIFICATES ......................................................... 3
General .................................................................................................................................................................. 3
Forms of Ginnie Mae Platinum Certificates; Book-Entry Procedures ....................................................... 3
Minimum Denominations .................................................................................................................................. 4
Monthly Payments ............................................................................................................................................... 4
Method of Payments ........................................................................................................................................... 5
THE GOVERNMENT NATIONAL MORTGAGE ASSOCIATION ................................................................ 5
GINNIE MAE PLATINUM GUARANTY................................................................................................................. 5
THE MBS ASSETS............................................................................................................................................................ 6
General .................................................................................................................................................................. 6
Ginnie Mae I Certificates.................................................................................................................................... 7
Ginnie Mae II Certificates .................................................................................................................................. 7
The VA Loan Program ....................................................................................................................................... 7
The FHA Loan Program .................................................................................................................................... 8
The RD Loan Program ....................................................................................................................................... 8
YIELD, MATURITY AND PREPAYMENT CONSIDERATIONS .................................................................... 8
General .................................................................................................................................................................. 8
Payment Delay...................................................................................................................................................... 9
Assumability of Government Loans................................................................................................................. 9
THE SERIES TRUST FUNDS....................................................................................................................................... 9
General .................................................................................................................................................................. 9
Amendment .......................................................................................................................................................... 9
The Ginnie Mae Platinum PO Bond .............................................................................................................. 10
The Ginnie Mae Platinum Trustee.................................................................................................................. 10
Termination ........................................................................................................................................................ 10
CERTAIN FEDERAL INCOME TAX CONSEQUENCES ................................................................................ 10
APPENDIX I — Glossary .......................................................................................................................... 12
(i)
III-8-i
DESCRIPTION OF THE GINNIE MAE PLATINUM CERTIFICATES
General
Ginnie Mae guarantees the timely payment of principal and interest on the Ginnie Mae Platinum
Certificates. The full faith and credit of the United States of America stands behind each Ginnie Mae
Platinum Guaranty. Pursuant to the Sixth Amendment and Restatement as of December 1, 2008 of the
Ginnie Mae Platinum Trust Agreement, dated as of October 1, 1994, among The Bank of New York
(“BONY”), as Administrator and as Ginnie Mae Platinum Trustee, the Initial Depositor and each of the
Depositors, as it may be supplemented and amended from time to time, the Ginnie Mae Platinum Trust
will issue each Ginnie Mae Platinum Series.
Forms of Ginnie Mae Platinum Certificates; Book-Entry Procedures
Each Ginnie Mae Platinum Certificate initially will be issued and maintained in Book-Entry Form
through the book-entry system of the U.S. Federal Reserve Banks (the “Fedwire Book-Entry System”).
Each Ginnie Mae Platinum Series initially will be represented by one or more certificates
registered in the name of the Federal Reserve Bank of New York (together with any successor or other
depository selected by Ginnie Mae, the “Depository”). This Base Offering Circular refers to those whose
names appear on the Register as registered holders of the Ginnie Mae Platinum Certificates (which will
include the Depository’s nominee, MBSCC & Co., and any registered holders of Certificated Ginnie Mae
Platinum Certificates) as “Holders” of those Ginnie Mae Platinum Certificates.
The Fedwire Book-Entry System is an electronic facility operated by the U.S. Federal Reserve
Banks for maintaining securities accounts and for effecting transfers. The Fedwire Book-Entry system is
a real-time, delivery-versus-payment, gross settlement system that allows for the simultaneous transfer of
securities against payment. The Fedwire Book-Entry System is used to clear, settle and pay not only
Ginnie Mae Securities, but also all U.S. Treasury marketable debt instruments, the majority of book-entry
securities issued by other government agencies and government sponsored enterprises and the mortgagebacked securities issued by the Federal National Mortgage Association of the Federal Home Loan
Mortgage Corporation.
Beneficial ownership of a Book-Entry Ginnie Mae Platinum Security will be subject to the rules
and procedures governing the Depository and its participants as in effect from time to time. The
Depository will maintain evidence of the interests of its participants in any Book-Entry Ginnie Mae
Platinum Certificates by appropriate entries in the Depository’s books and records. Only participants of
the Fedwire Book-Entry System are eligible to maintain book-entry accounts directly with the Depository.
A Beneficial Owner that is not a participant of the Fedwire Book-Entry system generally will evidence its
interest in a Book-Entry Ginnie Mae Platinum Certificate by appropriate entries in the books and records
of one or more financial intermediaries, including a Depository participant. A Beneficial Owner of a
Book-Entry Ginnie Mae Platinum Certificate must rely upon these procedures to evidence its beneficial
ownership, and may transfer its beneficial ownership only if it complies with the procedures of the
appropriate financial intermediaries. Correspondingly, a Beneficial Owner of a Book-Entry Ginnie Mae
Platinum Certificate must depend upon its financial intermediaries (including the Depository, as Holder)
to enforce its rights with respect to a Book-Entry Ginnie Mae Platinum Certificate. Alternatively, a
Beneficial Owner of a Book-Entry Ginnie Mae Platinum Security may receive, upon (i) compliance with
the procedures of the Depository and its participants and (ii) payment of a required exchange fee of
$25,000 per physical certificate, one or more certificated, fully-registered Ginnie Mae Platinum
Certificates in authorized denominations evidencing that Beneficial Owner’s interest in the appropriate
Ginnie Mae Platinum Series.
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III-8-3
The Administrator will authenticate the certificated Ginnie Mae Platinum Certificates on behalf
of the Ginnie Mae Platinum Trustee. The Ginnie Mae Platinum Certificates will be freely transferable
and exchangeable at the offices of the Administrator in New York, New York. The Administrator may
impose a service charge upon Holders for any registration of exchange or transfer of Certificated Ginnie
Mae Platinum Certificates, and the Ginnie Mae Platinum Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge incurred in connection with any transfer.
Minimum Denominations
Each Series Trust Fund will issue Ginnie Mae Platinum Certificates in minimum dollar
denominations representing initial principal balances of $1,000 and multiples of $1 in excess of $1,000.
Monthly Payments
Each month, the Administrator shall calculate the amount of principal and interest distributable
on the Ginnie Mae Platinum Certificates (the “Payment Amount”). The Payment Amount for each Ginnie
Mae Platinum Series for any Ginnie Mae Platinum Payment Date will equal (a) the sum of principal and
interest payable on the underlying MBS Assets less (b) amounts payable to the Ginnie Mae Platinum
Trustee pursuant to the Ginnie Mae Platinum Trust Agreement and amounts payable on the related Ginnie
Mae Platinum PO Bond. The Administrator will determine the amount of principal expected to be
received on the MBS Assets during that month on the basis of Certificate Factors for those Ginnie Mae
Certificates on the sixth Business Day of the month, in the case of Ginnie Mae I Certificates, and the
seventh Business Day of the month, in the case of Ginnie Mae II Certificates.
The Ginnie Mae Platinum Factor for any Ginnie Mae Platinum Series is the factor (carried to
eight decimal places) that may be multiplied by the Original Principal Balance of the related Ginnie Mae
Platinum Series to determine the Principal Balance of that Ginnie Mae Platinum Series after giving effect
to the distributions of principal to be made on the Ginnie Mae Platinum Certificates and payments to be
made on the Ginnie Mae Platinum PO Bond on the related Ginnie Mae Platinum Payment Date. The
Administrator will cause the Ginnie Mae Platinum Factors to be included in the monthly factor tape
relating to the MBS Assets.
For any Ginnie Mae Platinum Payment Date, investors can calculate the amount of principal to be
distributed on any Ginnie Mae Platinum Series by multiplying the Original Principal Balance of that
Ginnie Mae Platinum Series by the difference between its Ginnie Mae Platinum Factors for the preceding
and current months. The amount of interest to be distributable on any Ginnie Mae Platinum Series on
each Ginnie Mae Platinum Payment Date will equal 30 days’ interest at the Interest Rate for that Ginnie
Mae Platinum Series on its Principal Balance as determined by its Ginnie Mae Platinum Factor for the
preceding month.
The “Ginnie Mae Platinum Payment Date” for the Ginnie Mae Platinum Certificates shall be the
day of each month on which payment is to be made by the Depository to the beneficial owners of the
underlying Ginnie Mae Certificates that are in Book-Entry Form, in accordance with the established rules
and procedures of the Depository, as in effect from time to time. The “Ginnie Mae Platinum Payment
Date” shall be with respect to distributions or payments on a Certificated Ginnie Mae Platinum Security,
the Business Day following the related Ginnie Mae Platinum Payment Date for Book-Entry Ginnie Mae
Platinum Securities.
4
III-8-4
Method of Payments
Distributions of principal and interest on a Ginnie Mae Platinum Series will be made on each
Ginnie Mae Platinum Payment Date (or, with respect to Certificated Ginnie Mae Platinum Securities, the
Business Day following the Ginnie Mae Platinum Payment Date) to the Persons in whose names the
Ginnie Mae Platinum Certificates are registered on the related Record Date.
The Administrator will make distributions of principal and interest on any Book-Entry Ginnie
Mae Platinum Security to the Depository, and Beneficial Owners will receive distributions through
credits to accounts maintained on the books and records of appropriate financial intermediaries (including
the Federal Reserve Bank of New York, as Holder) for the benefit of those Beneficial Owners.
The Administrator will make each distribution on a Certificated Ginnie Mae Platinum Security on
the Business Day following each Ginnie Mae Platinum Payment Date (a) by check mailed to the Holder
at the Holder’s address as it appears in the applicable Register on the applicable Record Date or (b) upon
receipt by the Administrator of a written request of a Holder accompanied by the appropriate wiring
instructions at least five Business Days prior to a Record Date, by wire transfer of immediately available
funds, on the Business Day following the related and each subsequent Ginnie Mae Platinum Payment
Date, to the account of the Holder thereof, if the Holder holds Ginnie Mae Platinum Certificates of a
Ginnie Mae Platinum Series in an initial aggregate principal amount of at least $5,000,000.
Notwithstanding the foregoing, the final distribution in retirement of any Certificated Ginnie Mae
Platinum Certificate will be made only upon presentation and surrender of the Ginnie Mae Platinum
Certificate at the Administrator’s offices in New York, New York.
THE GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
The Government National Mortgage Association is a wholly-owned corporate instrumentality of
the United States within the Department of Housing and Urban Development. Section 306(g) of Title III
of the National Housing Act of 1934, as amended (the “Housing Act”), authorizes Ginnie Mae to
guarantee the timely payment of the principal of, and interest on, certificates or securities that are based
on and backed by a pool of mortgage loans insured or guaranteed by the Federal Housing Administration
under the Housing Act (each, an “FHA Loan”) or by the Rural Housing Service, formerly the Farmers
Home Administration, under Title V of the Housing Act of 1949 (each, a “RHS Loan”), or by the
Department of Veterans Affairs under the Servicemen’s Readjustment Act of 1944, as amended, or
Chapter 37 of Title 38, United States Code (each, a “VA Loan” and, together with FHA Loans and RHS
Loans, “Government Loans”).
Section 306(g) of the National Housing Act provides that “the full faith and credit of the United
States is pledged to the payment of all amounts which may be required to be paid under any guaranty
under this subsection.” To meet its obligations under its guaranties, Ginnie Mae is authorized, under
Section 306(d) of the National Housing Act, to borrow from the United States Treasury with no
limitations as to amount.
GINNIE MAE PLATINUM GUARANTY
Ginnie Mae guarantees the timely payment of interest and principal on each Ginnie Mae Platinum
Series (in accordance with the terms of the Ginnie Mae Platinum Series as specified in the related
Offering Circular Supplement). The Ginnie Mae Platinum Guaranty is backed by the full faith and credit
of the United States of America. The Ginnie Mae Platinum Guaranty will be set forth on the Certificated
Ginnie Mae Platinum Securities.
5
III-8-5
THE MBS ASSETS
General
Each MBS Asset included in a Series Trust Fund will be either (i) a “fully-modified passthrough” mortgage-backed certificate (a “Ginnie Mae MBS Certificate”) issued and serviced by a
mortgage banking company or other financial concern approved by Ginnie Mae (a “Ginnie Mae Issuer”)
or (ii) a previously issued Ginnie Mae Platinum Certificate (together, with Ginnie Mae MBS Certificates,
“Ginnie Mae Certificates”).
With respect to each Ginnie Mae Platinum Series, a Depositor, pursuant to a Deposit Agreement,
will transfer to the Series Trust Fund the MBS Assets with underlying Mortgage Loans that are secured
by first liens on single-family residential properties, including condominiums (“Mortgaged Properties”).
The Depositor will represent and warrant in the Deposit Agreement that the information set forth
therein, including the principal balance and Certificate Rate for each Ginnie Mae Certificate as of the
Issuance Date, is true and correct as of such date.
The Mortgage Loans underlying the MBS Assets will consist of Government Loans secured by
mortgage loans on residential properties, including level payment mortgage loans and “buy down”
mortgage loans. All Mortgage Loans underlying a particular Ginnie Mae Certificate must be of the same
type (for example, all level payment single family mortgages) and have a fixed annual interest rate.
Ginnie Mae will have guaranteed each Ginnie Mae Certificate included in a Ginnie Mae Platinum
Series in accordance with a guaranty agreement (a “Certificate Guaranty Agreement”) between Ginnie
Mae and the Ginnie Mae Issuer. Pursuant to its Certificate Guaranty Agreement, a Ginnie Mae Issuer
will be required to advance its own funds in order to make timely payments of all amounts due on each of
those Ginnie Mae MBS Certificates, even if the payments received by the Ginnie Mae Issuer on the
Government Loans underlying a Ginnie Mae MBS Certificate are less than the amounts due on that
Ginnie Mae MBS Certificate.
Ginnie Mae guarantees the timely payment of principal of and interest on each Ginnie Mae
Certificate securing a Ginnie Mae Platinum Series, and this obligation is backed by the full faith and
credit of the United States. Each Ginnie Mae Certificate will have an original maturity of not more than
30 years and will be based on and backed by a pool of Government Loans. The registered holder of a
Ginnie Mae Certificate will receive fixed monthly payments of principal and interest equal to the
aggregate amount of the scheduled monthly principal and interest payments on the Government Loans
underlying that Ginnie Mae Certificate, less in the case of a Ginnie Mae MBS Certificate, applicable
servicing and guaranty fees totaling between 0.250% and 1.250% per annum of the outstanding principal
balance. In addition, payments on a Ginnie Mae Certificate will include any prepayments and other
unscheduled recoveries of principal of the Government Loans underlying that Ginnie Mae Certificate.
In the case of Ginnie Mae MBS Certificates, each Ginnie Mae Issuer will perform the routine
functions required for servicing of Government Loans for which it is responsible, including mortgagor
billings, receipt and posting of payments, payment of property taxes and hazard insurance premiums,
remittance, collections and customer service. Each Ginnie Mae Issuer will be obligated under its
Certificate Guaranty Agreements with Ginnie Mae to service the pooled Government Loans in
accordance with FHA, RHS and VA requirements and with generally accepted practices in the mortgage
lending industry. Each Ginnie Mae Issuer’s responsibilities with respect to the pooled Government Loans
will include collection of all principal and interest payments and payments made by borrowers toward
escrows established for taxes and insurance premiums; maintenance of necessary hazard insurance
6
III-8-6
policies; institution of all actions necessary to foreclose on, or take other appropriate action with respect
to, loans in default; and collection of insurance and guaranty benefits.
The Depository or its nominee, as registered holder (on behalf of the Ginnie Mae Platinum
Trustee) of the MBS Assets securing a Ginnie Mae Platinum Series, has the right to proceed directly
against Ginnie Mae under the terms of the Ginnie Mae Certificate for any amounts that are not paid when
due.
Ginnie Mae MBS Certificates are issued under either the Ginnie Mae I Program or the Ginnie
Mae II Program. Ginnie Mae I Certificates and Ginnie Mae II Certificates are substantially similar,
although certain differences do exist.
Ginnie Mae I Certificates
Under the Ginnie Mae I Program, Ginnie Mae I MBS Certificates are issued and marketed by a
single Ginnie Mae Issuer that has assembled a pool of current mortgage loans to back those Ginnie Mae I
MBS Certificates. A “current” mortgage loan is a mortgage loan with a scheduled first payment date not
more than 24 months before the Issue Date of the related Ginnie Mae I MBS Certificates or Ginnie Mae II
MBS Certificate. All mortgage loans underlying a particular Ginnie Mae I MBS Certificate must be of
the same type (for example, all single-family, level-payment mortgage loans) and have the same fixed
annual interest rate. The per annum pass-through rate on each Ginnie Mae I MBS Certificate is 50 basis
points less than the annual interest rate on the mortgage loans included in the pool backing the related
Ginnie Mae I MBS Certificate. Payments of principal and interest are made to holders of Ginnie Mae I
Certificates on the 15th of each month (or the first Business Day thereafter).
Ginnie Mae II Certificates
Under the Ginnie Mae II Program, mortgage pools may be formed by aggregating packages of
current fixed rate mortgage loans submitted by more than one Ginnie Mae Issuer for a particular issue
date and pass-through rate. The resulting pool, which backs a single issue of Ginnie Mae II MBS
Certificates, is marketed and administered by each participating Ginnie Mae Issuer to the extent of the
mortgage loans contributed by it to the pool. Each Ginnie Mae II MBS Certificate issued under a
multiple issuer pool, however, is backed by a proportionate interest in the entire pool (and not just the
mortgage loans contributed to the pool by any one Ginnie Mae Issuer). Ginnie Mae II MBS Certificates
may also be backed by a custom pool of current fixed rate mortgage loans formed by a single Ginnie Mae
Issuer. Payments of principal and interest are made to holders of Ginnie Mae II Certificates on the 20th
of each month (or the first Business Day thereafter).
Each Ginnie Mae II MBS Certificate pool consists entirely of fixed rate mortgage loans. Fixed
rate mortgage loans underlying any particular Ginnie Mae II MBS Certificate must be of the same type,
but may have annual interest rates that vary from each other by up to 1.00% per annum. The per annum
Certificate Rate on each Ginnie Mae II MBS Certificate will be between 0.25% and 0.75% per annum
less than the highest annual interest rate on any mortgage loan included in the pool of mortgage loans
backing the Ginnie Mae II MBS Certificate.
The VA Loan Program
The VA is an Executive Branch Department of the United States, headed by the Secretary of
Veterans Affairs. VA currently administers a variety of federal assistance programs on behalf of eligible
veterans and their dependents and beneficiaries. VA administers a loan guaranty program pursuant to
which VA guarantees a portion of loans made to eligible veterans.
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III-8-7
Under the VA loan guaranty program, a VA Loan may be made to any eligible veteran by an
approved private sector mortgage lender. VA guarantees payment to the holder of that loan of a fixed
percentage of the loan indebtedness, up to a maximum dollar amount, in the event of default by the
veteran borrower. When a delinquency is reported to VA and no realistic alternative to foreclosure is
developed by the loan holder or through VA’s supplemental servicing of the loan, VA determines,
through an economic analysis, whether VA will (a) authorize the holder to convey the property securing
the VA Loan to the Secretary of Veterans Affairs following termination or (b) pay the loan guaranty
amount to the holder. The decision as to disposition of properties securing defaulted VA Loans is made
on a case-by-case basis using the procedures set forth in 38 U.S.C. Section 3732(c), as amended.
The FHA Loan Program
The FHA, an organizational unit within the Department of Housing and Urban Development, was
established to encourage improvement in housing standards and conditions, to provide an adequate home
financing system by insurance of housing mortgages and credit and to exert a stabilizing influence on the
mortgage market. FHA provides insurance for lenders against loss on eligible mortgages.
Under the FHA mortgage insurance program, an FHA home mortgage may be made to borrowers
meeting certain credit standards by an approved mortgage lender. FHA insures payment to the holder of
that loan in the event of default by the borrower. Upon default, the lender, depending on the
circumstances, may (a) assign the mortgage to FHA; (b) acquire title (through foreclosure or deed in lieu
of foreclosure) and convey title to FHA; or (c) work with the borrower to sell the property before the
foreclosure sale. The lender will receive insurance benefits equal to the unpaid principal balance of the
loan, plus approved expenses.
The RD Loan Program
The RD, formerly the Rural Housing Service, is a division of the Department of Agriculture,
authorized to insure loans made by private sector mortgage lenders to low and moderate-income rural
families in an amount equal to 90 percent of the loan. Less than 1% of Ginnie Mae Certificates are
backed by RD-insured loans.
YIELD, MATURITY AND PREPAYMENT CONSIDERATIONS
General
The prepayment experience of the Mortgage Loans underlying the MBS Assets will affect the
Weighted Average Life of and the yield realized by investors in the related Ginnie Mae Platinum
Certificates. Mortgagors may voluntarily prepay their Mortgage Loans in full or in part at any time
without penalty. The rate of principal payments (including, without limitation, prepayments and
payments of certain other amounts resulting from defaults) on the Mortgage Loans generally depends on a
variety of economic, geographic, social and other factors, including prevailing market interest rates and
general economic factors. The rate of prepayments on conventional mortgage loans has fluctuated
significantly in recent years. There is no assurance, however, that prepayment patterns for the Mortgage
Loans will conform to patterns for more traditional types of conventional fixed-rate mortgage loans. In
general, if prevailing mortgage interest rates fall materially below the interest rates on the Mortgage
Loans (giving consideration to the cost of refinancing), the rate of prepayment of the Mortgage Loans
would be expected to increase. Conversely, if mortgage interest rates rise materially above the interest
rates on the Mortgage Loans, the rate of prepayment of the Mortgage Loans would be expected to
decrease. There can be no assurance, however, that prepayments will occur in accordance with these
patterns.
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III-8-8
If the prepayment rate on the Mortgage Loans increases during a period of declining interest
rates, investors may receive increased principal distributions at a time when those investors are unable to
reinvest at interest rates as favorable as the Interest Rates of the applicable Ginnie Mae Platinum Series.
If the prepayment rate on the Mortgage Loans decreases during a period of rising interest rates, investors
may receive declining principal distributions when those investors otherwise may have been able to
reinvest at higher interest rates than the Interest Rates of the applicable Ginnie Mae Platinum Series.
Payment Delay
Distributions of interest on the Ginnie Mae Platinum Certificates on any Ginnie Mae Platinum
Payment Date will include interest accrued thereon through the last day of the month preceding the month
in which such Ginnie Mae Platinum Payment Date occurs. The effective yield to the Holders will be
lower than the yield otherwise produced by the applicable Interest Rate and purchase price because
interest will not be distributed on Book-Entry Ginnie Mae Platinum Securities until the Ginnie Mae
Platinum Payment Date of the month following the month in which such interest accrues on the MBS
Assets, and interest will not be distributed on Certificated Ginnie Mae Platinum Securities until the
Business Day after the Ginnie Mae Platinum Payment Date.
Assumability of Government Loans
All Government Loans may be assumed upon the sale of the related mortgaged property, subject
generally to the purchaser’s compliance with certain then-existing credit requirements and underwriting
guidelines. The Weighted Average Lives of the Ginnie Mae Platinum Certificates may be increased to
the extent that the Mortgage Loans are assumed by purchasers of the Mortgaged Properties in connection
with the sales of such Mortgaged Properties.
THE SERIES TRUST FUNDS
General
The Ginnie Mae Platinum Certificates will be issued by a trust (the “Ginnie Mae Platinum
Trust”), a limited purpose trust created to hold MBS Assets and issue Ginnie Mae Platinum Certificates
representing beneficial ownership of specified pools of such MBS Assets (each a “Series Trust Fund”).
BONY has been appointed the trustee of the Ginnie Mae Platinum Trust (the “Ginnie Mae Platinum
Trustee”) by the Depositors. Each Ginnie Mae Platinum Series will represent an undivided beneficial
ownership in a Series Trust Fund consisting of whole or partial interests in two or more previously issued
Ginnie Mae Certificates, contributed by a Depositor that arranged for the creation of the Ginnie Mae
Platinum Securities. Each of the Ginnie Mae Certificates underlying a Ginnie Mae Platinum Series will
be identified in the Offering Circular Supplement.
Amendment
Subject to the limitations set forth below, the Administrator and the Ginnie Mae Platinum Trustee
(with Ginnie Mae’s consent) may amend the Ginnie Mae Platinum Trust Agreement for any purpose,
without the consent of any Holder. The Administrator and the Ginnie Mae Platinum Trustee may not
amend the Ginnie Mae Platinum Trust Agreement, however, if the effect of that amendment would be to
alter the timing or amount of any required distribution of principal or interest (including distributions
made pursuant to the Ginnie Mae Platinum Guaranty) 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.
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III-8-9
The Ginnie Mae Platinum PO Bond
The Ginnie Mae Platinum Trustee will issue a single Ginnie Mae Platinum PO Bond in
connection with each Series Trust Fund to pay for certain expenses and fees incurred in connection with
establishing such Series Trust Fund. The Ginnie Mae Platinum PO Bond will be a non-recourse debt
obligation of the related Series Trust Fund. The initial principal balance of each Ginnie Mae Platinum PO
Bond will be $5,000. The Ginnie Mae Platinum PO Bond will receive its proportion of payments of the
principal amount of the MBS Assets in the related Series Trust Fund but will not receive payments of
interest. Each Ginnie Mae Platinum PO Bond will be initially placed privately with the Administrator.
The Ginnie Mae Platinum Trustee
The Ginnie Mae Platinum Trustee may resign at any time by giving written notice to Ginnie Mae.
Upon notice of the Ginnie Mae Platinum Trustee’s resignation, Ginnie Mae will appoint a successor
Ginnie Mae Platinum Trustee. Ginnie Mae also may remove the Ginnie Mae Platinum Trustee and
appoint a successor if the Ginnie Mae Platinum Trustee breaches its obligations under the Ginnie Mae
Platinum Trust Agreement, if the Ginnie Mae Platinum Trustee ceases to be eligible to continue as the
Ginnie Mae Platinum Trustee under the Ginnie Mae Platinum Trust Agreement or if the Ginnie Mae
Platinum Trustee becomes incapable of acting, or is adjudged a bankrupt or becomes insolvent, or a
receiver for the Ginnie Mae Platinum Trustee or its property is appointed, or any public officer takes
control of the Ginnie Mae Platinum Trustee or its property for the purpose of rehabilitation, conservation
or liquidation of that property. Any resignation or removal of the Ginnie Mae Platinum Trustee and
appointment of a successor Ginnie Mae Platinum Trustee will become effective only upon the acceptance
of the appointment by a successor Ginnie Mae Platinum Trustee.
The Ginnie Mae Platinum Trustee will be entitled to receive a fee (the “Ginnie Mae Platinum
Trustee Fee”), payable monthly, out of interest received on the underlying MBS Assets, which fee equals
one-twelfth of the product of (a) the Interest Rate of the related Ginnie Mae Platinum Certificates, (b)
$5,000 and (c) the Ginnie Mae Platinum Factor as of the immediately preceding Ginnie Mae Platinum
Payment Date. The payment of the Ginnie Mae Platinum Trustee Fee will not reduce the amount
distributable to the Holders of the Ginnie Mae Platinum Certificates.
Termination
With respect to each Series Trust Fund, the pooling arrangement may be terminated at any time
prior to the final maturity date of the related Ginnie Mae Platinum Series; provided that the Holders of
each outstanding Ginnie Mae Platinum Certificate of such Ginnie Mae Platinum Series have consented to
such termination and all conditions for termination specified in the Ginnie Mae Platinum Guide have been
satisfied. Upon formal notification with satisfactory evidence that all parties to the termination agreement
have concurred and that the Ginnie Mae Platinum PO Bond has been retired, and return of the Ginnie
Mae Platinum Certificates to Ginnie Mae for cancellation, the guaranty will be terminated and the MBS
Assets shall be delivered to such Holders.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following discussion is a summary of certain anticipated material federal income tax
consequences of the purchase, ownership, and disposition of the Ginnie Mae Platinum Certificates. The
summary is based upon laws, regulations, rulings, and decisions now in effect, all of which are subject to
change. The discussion does not purport to address investors in special tax situations, such as financial
institutions, tax-exempt organizations, partnerships, insurance companies, regulated investment
companies, dealers in securities or foreign currencies, persons holding Ginnie Mae Platinum Certificates
10
III-8-10
as a hedge against currency risks or as a position in a straddle, conversion transaction, or other integrated
transaction, or investors whose functional currency is not the U.S. dollar. The discussion addresses solely
investors who will purchase the Ginnie Mae Platinum Certificates at original issuance and hold the Ginnie
Mae Platinum Certificates as “capital assets” (generally, property held for investment) within the meaning
of section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”).
Finally, the summary does not purport to address the anticipated state, local or foreign
income tax consequences to investors of owning and disposing of Ginnie Mae Platinum Certificates.
Consequently, investors should consult their own tax advisors in determining the state, local,
foreign, and any other tax consequences to them of the purchase, ownership, and disposition of the
Ginnie Mae Platinum Certificates.
Investors who own an interest in a beneficial owner of Ginnie Mae Platinum Certificates that is
treated as a pass-through entity under the Code will generally receive the same tax treatment, with respect
to the material tax consequences of their indirect ownership of the Ginnie Mae Platinum Certificates, as
described herein for direct owners with the same tax status. Nonetheless, such persons should consult
their own tax advisors with respect to their particular circumstances.
U.S. Treasury Circular 230 Notice
The discussion contained in this Base Offering Circular as to certain federal tax
consequences is not intended or written to be used, and cannot be used, for the purpose of avoiding
United States federal tax penalties. Such discussion is written to support the promotion or
marketing of the transactions or matters addressed in this Base Offering Circular. Each taxpayer
to which such transactions or matters are being promoted, marketed or recommended should seek
advice based on its particular circumstances from an independent tax advisor.
General. The federal income tax aspects of certain types of mortgage-backed securities, such as
the Ginnie Mae Platinum Certificates, are described in Revenue Ruling 70-544, 1970-2 C.B. 6, Revenue
Ruling 70-545, 1970-2 C.B. 7 and Revenue Ruling 74-169, 1974-1 C.B. 147. As described in those
rulings, a beneficial owner generally will be treated as owning a pro rata undivided interest in each of the
MBS Assets included in the Series Trust Fund. Accordingly, each beneficial owner will be required to
include in income its pro rata share of the gross income from such MBS Assets, including interest and
original issue discount (without reduction for servicing fees, to the extent those fees represent reasonable
compensation for services), if any. The income generally must be reported in the same manner and at the
same time as it would have been reported had the beneficial owner held such MBS Assets directly.
A beneficial owner generally will be entitled to deduct its pro rata share of servicing fees, to the
extent those fees represent reasonable compensation for services. Nevertheless, an individual, trust or
estate that holds a Ginnie Mae Platinum Certificate directly or through a pass-through entity (e.g., a
partnership) must treat such fees as miscellaneous itemized deductions, which are deductible only to a
limited extent in computing taxable income and which are not deductible in computing alternative
minimum taxable income.
Certain Mortgage Loans underlying the MBS Assets may be issued with original issue discount
within the meaning of section 1273(a) of the Code. A beneficial owner generally must include original
issue discount that exceeds a de minimis amount in ordinary income for federal income tax purposes as it
accrues, in accordance with a constant yield method that takes into account the compounding of interest,
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III-8-11
in advance of the receipt of cash attributable to such income. Original issue discount may arise, for
example, as a result of points charged at the time of origination of the Mortgage Loan or as a result of an
initial incentive rate. Investors should consult their own tax advisors regarding the appropriate method
for reporting income, original issue discount and expenses with respect to the Ginnie Mae Platinum
Certificates.
If any investors are treated as acquiring their Ginnie Mae Platinum Certificates at a discount or
premium, such investors should consult their own tax advisors regarding the treatment of such discount or
premium.
Classification. It is expected that the Ginnie Mae Platinum Certificates generally will represent
“loans . . . secured by an interest in real property which is . . . residential real property” within the
meaning of Code section 7701(a)(19)(C)(v), “real estate assets” within the meaning of Code section
856(c)(4)(A) and an “obligation (including any participation or certificate of beneficial ownership therein)
which is principally secured by an interest in real property” within the meaning of Code section
860G(a)(3)(A). It is also expected that interest income from the Ginnie Mae Platinum Certificates
generally will represent “interest on obligations secured by mortgages on real property” within the
meaning of Code section 856(c)(3)(B).
Withholding Tax. Generally, interest, including original issue discount, received by a foreign
person not engaged in a trade or business within the United States is subject to withholding at a rate of
30% of the amount thereof. The Code, however, provides an exception for interest, including original
issue discount, that constitutes “portfolio interest,” which is exempt from withholding tax. Interest,
including original issue discount, paid on the Ginnie Mae Platinum Certificates generally will be treated
as portfolio interest and, therefore will not be subject to withholding tax, provided that the beneficial
owner properly certifies to the withholding agent the beneficial owner’s status as a foreign person and
provided that (i) such interest is not effectively connected with the conduct of a trade or business in the
United States of the beneficial owner and (ii) such foreign person is not a “10-percent shareholder” within
the meaning of Code section 871(h)(3)(B) or a controlled foreign corporation described in Code section
881(c)(3)(C).
Disposition of a Security. Upon the sale of a Ginnie Mae Platinum Certificate, the beneficial
owner generally will recognize gain or loss equal to the difference between the amount realized upon the
sale and the beneficial owner’s adjusted basis in the Ginnie Mae Platinum Certificate. The adjusted basis
of a Ginnie Mae Platinum Certificate generally will equal the cost of the Ginnie Mae Platinum Certificate
to the beneficial owner, increased by any amounts of original issue discount previously included in the
beneficial owner’s gross income with respect to the Ginnie Mae Platinum Certificate, and reduced by the
payments on the Ginnie Mae Platinum Certificate previously received by the beneficial owner. Any such
gain or loss generally will be capital gain or loss, except (i) as provided in Code section 582(c) (which
generally applies to banks) or (ii) to the extent any gain represents original issue discount not previously
included in income (to which extent such gain would be treated as ordinary income). Any capital gain (or
loss) will be long-term capital gain (or loss) if the Ginnie Mae Platinum Certificate is held as a capital
asset for more than one year. The ability to deduct capital losses is subject to limitations.
THE FOREGOING REPRESENTS ONLY A SUMMARY OF CERTAIN FEDERAL INCOME
TAX CONSEQUENCES RELATED TO AN INVESTMENT IN A GINNIE MAE PLATINUM
CERTIFICATE.
PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN ADVISORS REGARDING
THE TAX TREATMENT OF THE ACQUISITION, OWNERSHIP, AND DISPOSITION OF A
GINNIE MAE PLATINUM CERTIFICATE.
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III-8-12
Appendix I
Ginnie Mae Multiclass Securities Guide
(Part III)
GLOSSARY
(See Section I. below)
13
III-8-13
Offering Circular Supplement
(To Base Offering Circular dated December 1, 2008)
$
Government National Mortgage Association
GINNIE MAE
Guaranteed Ginnie Mae Platinum Certificates
% GINNIE MAE PLATINUM Securities
(Single Family Mortgages)
Guaranteed as to Principal and Interest by Government National Mortgage Association (Backed by the
Full Faith and Credit of the United States)
Ginnie Mae Platinum No.
First Monthly Payment Due
Issuance Date
Maturity Date
Year of Original Issuance
of underlying Ginnie Mae
Certificates, if applicable
(only included if single year)
The Ginnie Mae Platinum Series of Certificates listed above are offered pursuant to this Offering
Circular Supplement (the “Supplement”) and the Base Offering Circular that accompanies this
Supplement. Unless indicated otherwise, capitalized terms used herein shall have the meanings assigned
to them in the glossary attached as Appendix I to the Base Offering Circular.
THE GOVERNMENT NATIONAL MORTGAGE ASSOCIATION GUARANTEES THE
TIMELY PAYMENT OF PRINCIPAL AND INTEREST ON THE GINNIE MAE PLATINUM
CERTIFICATES. THE GINNIE MAE PLATINUM GUARANTY IS BACKED BY THE FULL FAITH
AND CREDIT OF THE UNITED STATES OF AMERICA. THE GINNIE MAE PLATINUM
SECURITIES ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OF 1933 AND CONSTITUTE EXEMPTED SECURITIES UNDER THE
SECURITIES EXCHANGE ACT OF 1934.
AVAILABLE INFORMATION
The Bank of New York will act as Administrator for the Series Trust Fund created in connection
with the issuance of this Ginnie Mae Platinum Series. Following the issuance of the Ginnie Mae
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III-9-1
Platinum Certificates, a Final Data Statement will be prepared setting forth for each Ginnie Mae
Certificate, among other things, the pool number, the original unpaid principal balance, the unpaid
principal balance as of the Issuance Date, the Issuance Date and the Maturity Date. The contents of the
Final Data Statement and other data specific to the MBS Assets and the Ginnie Mae Platinum Certificates
are available in electronic form on e-Access by calling (800) 234-GNMA. The Administrator will
calculate the current Ginnie Mae Platinum Factor for this Ginnie Mae Platinum Series as described in
“Description of the Ginnie Mae Platinum Certificates-Monthly Payments” in the Base Offering Circular.
Current Ginnie Mae Platinum Factors will be available to investors each month, beginning in the month
after the month of issuance.
Ginnie Mae Certificate Information
The issuers of the underlying MBS Assets, collectively, are the institutions that are identified in
the records of Ginnie Mae and the Administrator as issuers of the within referred MBS Assets (each, a
“Ginnie Mae Issuer”). None of the Ginnie Mae Issuers is responsible for any act or omission of the
Ginnie Mae Platinum Issuer or the Administrator in connection with this Ginnie Mae Platinum
Certificate. The undivided proportional beneficial interest in the Series Trust Fund consisting of the
underlying MBS Assets, which each Ginnie Mae Platinum Certificate represents, relates to all of the MBS
Assets in the Series Trust Fund and not solely to any one of the Ginnie Mae Certificates. While each of
the Ginnie Mae Issuers has undertaken to service and perform other functions with respect to the Ginnie
Mae MBS Certificates originated by the respective Ginnie Mae Issuer, none of the Ginnie Mae Issuers is
responsible for performing such functions with respect to the other Ginnie Mae MBS Certificates issued
by any other Ginnie Mae Issuers. No joint venture, partnership or other association is intended to be
formed among the Ginnie Mae Issuers or any other parties, and none of the Ginnie Mae Issuers is
responsible for any acts or omissions of any other Ginnie Mae Issuers.
The pool number of each Ginnie Mae Certificate included in the Series Trust Fund referred to
within, and the percentage of the Ginnie Mae Certificate owned by the Series Trust Fund, are as follows:
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III-9-2
H.
EARLY TERMINATION OF PLATINUM POOL
Each Series Trust Fund, and the related Series of Ginnie Mae Platinum Certificates, may be
terminated prior to the Final Payment Date of such Series (each, an “Early Termination”) if each Holder
thereof has provided its consent to such termination; provided, however, that no such termination for a
Series of Ginnie Mae Platinum Certificates will be permitted if any Certificate of such Series is used at
the time of termination to back another Ginnie Mae Platinum Certificate or REMIC Trust.
An Early Termination may be effected only by delivery of written notice (each, a “Notice of
Termination”) to Ginnie Mae, the Administrator and the Trustee by the 25th day of the month of the
proposed Early Termination. In the case of a Series issued in certificated form, the Notice of Termination
furnished to the Trustee must be accompanied by the physical certificates representing such Series. In the
case of a Series issued through the Depository, the Notice of Termination provided to the Trustee must be
accompanied by certain documents and the receipt of certain Securities. Delivery instructions must be
provided for the return of the MBS Assets.
The Notice of Termination to the Administrator must be accompanied by the withdrawal fees
shown in the chart below.
MBS Assets Withdrawal Fee
If Withdrawn On:
Submission
transferred)
Date
Withdrawal Fee:
(before
collateral
is $1,000
Submission Date (after collateral is transferred)
$5,000 plus $2 per MBS pool
Settlement Date (after collateral is transferred)
$7,500 plus $2 per MBS pool
After Settlement Date
$10,000 plus $2 per MBS pool
On the third Business Day following delivery of each of the foregoing documents and fees, the
Trustee will (i) cause the Ginnie Mae Certificates in the Series Trust Fund to be registered, on a pro rata
basis, in the name of the beneficial holders of such Series or to be delivered to the beneficial holders
through the Depository; (ii) cancel the related Ginnie Mae Platinum PO Bond; and (iii) terminate the
Series Trust Fund and cancel the related certificates. At that point, the Ginnie Mae Certificates are
eligible for re-pooling into new Ginnie Mae Platinum pools.
Final payment of amounts due Holders of a Series of Ginnie Mae Platinum Certificates will be
made on the Distribution Date occurring in the month of termination.
III-10-1
I.
GINNIE MAE MULTICLASS SECURITIES GUIDE
(PART III)
GLOSSARY
Unless otherwise indicated, capitalized terms used throughout Part III of the Ginnie Mae
Multiclass Securities Guide, including capitalized terms used but not defined in documents for a
particular issuance of Ginnie Mae Platinum Securities, shall have the following meanings.
Accredited Investor: An “accredited investor” as defined in Regulation D of the Securities Act
of 1933.
Administration Agreement: The agreement between Ginnie Mae and the Administrator relating
to Ginnie Mae Platinum Securities that is a part of the contract between Ginnie Mae and The Bank of
New York, designated as contract number “Ginnie Mae-90-8-1,” including any amendments thereto or
any successor or replacement thereof.
Administrative Fee: The fee payable to the Administrator by Ginnie Mae in exchange for
administering the Ginnie Mae Platinum Trust.
Administrator: The Bank of New York.
Affiliate: With respect to any specified Person, any other Person controlling or controlled by or
under common control with such specified Person. For the purposes of this definition, “control” when
used with respect to any specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting securities (including, without
limitation, partnership interests or interests of members of a limited liability company), by contract or
otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
Base Offering Circular: The offering document containing basic information about Ginnie Mae
Platinum Securities in general, to which, for each Series, an Offering Circular Supplement is attached.
Beneficial Owner: The beneficial owner of any Ginnie Mae Platinum Security.
BONY: The Bank of New York.
Book-Entry Form: Held through the facilities of the Federal Reserve Bank of New York or a
successor Depository rather than in certificated form.
Book-Entry Ginnie Mae Platinum Security: Any Ginnie Mae Platinum Security the beneficial
ownership of which is reflected in Book-Entry Form through the facilities of the Depository.
Business Day: A day other than (a) a Saturday or Sunday, (b) a day on which the banking
institutions in the State of New York are authorized or obligated by law or executive order to remain
closed or (c) a federal legal public holiday as defined in 5 U.S.C. § 6103.
Cash Fee: With respect to any Series, the portion of the Ginnie Mae Platinum Guaranty Fee
payable in cash and is determined by (A) multiplying the sum of the remaining principal balances of the
MBS Assets to be delivered in exchange for the Ginnie Mae Platinum Certificates and the Ginnie Mae
III-11-1
Platinum PO Bond by a percentage that is determined by reference to the remaining principal balance of
the MBS Assets, and (B) subtracting $5,000 from the product determined in clause (A).
Certificated Ginnie Mae Platinum Security: A Ginnie Mae Platinum Security that is not a
Book-Entry Ginnie Mae Platinum Security.
Certificate Factor: With respect to each Ginnie Mae Certificate underlying a Ginnie Mae
Platinum Series, the factor provided by the Information Agent to the Trustee on the Certificate Factor
Date.
Certificate Factor Date: With respect to each Ginnie Mae Platinum Payment Date, the sixth
Business Day (for each Ginnie Mae Platinum Certificate backed by Ginnie Mae I Certificates) or the
seventh Business Day (for each Ginnie Mae Platinum Certificate backed by Ginnie Mae II Certificates) of
the month in which that Ginnie Mae Platinum Payment Date occurs.
Certificate Rate: For any Ginnie Mae Certificate Payment Date as to any Ginnie Mae Certificate,
the per annum interest rate payable on the Ginnie Mae Certificate on the applicable Ginnie Mae
Certificate Payment Date.
Certification Period: With respect to any MBS Assets, the period starting on the first Business
Day following the Submission Date and continuing through the Settlement Date of the related Ginnie
Mae Platinum Securities.
Code: The Internal Revenue Code of 1986, as amended.
Confirmation: With respect to any prospective issuance of Ginnie Mae Platinum Securities, the
written confirmation to be sent by the Administrator to the related Depositor upon the Administrator’s
receipt of the related Cash Fee, an executed Deposit Agreement and the MBS Schedule.
CUSIP Number: A unique nine-character designation assigned by the CUSIP Service Bureau to
each Class.
Deposit Agreement: The Certification of Ginnie Mae Platinum Pool and Certificate Deposit
Agreement. An agreement pursuant to which a Depositor deposits Ginnie Mae Certificates into the
Ginnie Mae Platinum Trust in exchange for a Ginnie Mae Platinum Certificate.
Depositor: A Person who executes a Deposit Agreement.
Depository: The Federal Reserve Bank of New York in its role as clearing agency for BookEntry Ginnie Mae Platinum Securities, any successor to the Federal Reserve Bank of New York or any
other depository selected by Ginnie Mae for this purpose.
Depository Account or LPA: A limited-purpose account maintained by the Ginnie Mae Platinum
Trustee at the Depository, which account is credited by the Depository with all distributions in respect of
the MBS Assets comprising the Series Trust Fund.
e-Access: Ginnie Mae’s Multiclass Securities e-Access.
Early Termination: Any termination of a Series prior to the Final Payment Date in accordance
with the related Trust Agreement.
III-11-2
Eligible Account: An account or accounts maintained with (a) the Trustee in its corporate trust
department acting in its fiduciary capacity or (b) a federal or state chartered depository institution or trust
company the long-term unsecured debt obligations of which (or, in the case of a depository institution or
trust company that is the principal subsidiary of a holding company, the long-term unsecured debt
obligations of that holding company) are rated by a nationally recognized statistical rating organization in
one of its two highest long-term rating categories at the time any amounts are held on deposit therein.
Final Payment Date: As to each Ginnie Mae Platinum Series, the Ginnie Mae Platinum Payment
Date, set forth in the related Offering Circular Supplement, on or before which the final payment due on
that Ginnie Mae Platinum Series will be made.
Ginnie Mae: The Government National Mortgage Association.
Ginnie Mae Certificate: A Ginnie Mae I or Ginnie Mae II Certificate.
Ginnie Mae Certificate Payment Date: For each Ginnie Mae MBS Certificate, the Ginnie Mae
MBS Certificate Payment Date or, for each Ginnie Mae Platinum Certificate, the Ginnie Mae Platinum
Payment Date.
Ginnie Mae Issuer: A Person who has issued a Ginnie Mae MBS Certificate or such Person’s
successors and assigns.
Ginnie Mae MBS Certificate: Any Ginnie Mae I MBS Certificate or Ginnie Mae II MBS
Certificate.
Ginnie Mae MBS Certificate Payment Date: With respect to a Ginnie Mae MBS Certificate, the
day of each month on which payment is required to be made to the holder of that Ginnie Mae MBS
Certificate.
Ginnie Mae Multiclass Securities Guide: The Ginnie Mae Multiclass Securities Guide, as
amended from time to time.
Ginnie Mae Multiclass Securities Program: The program established by Ginnie Mae pursuant
to Section 306(g) of the National Housing Act, as amended, for the issuance of Securities.
Ginnie Mae I Certificate: A Ginnie Mae I MBS Certificate or a Ginnie Mae Platinum Certificate
backed by Ginnie Mae I MBS Certificates.
Ginnie Mae I MBS Certificate: A security backed by a pool of single-family Mortgage Loans
guaranteed by Ginnie Mae pursuant to the Ginnie Mae I Program, whether issued in book-entry or
certificated form.
Ginnie Mae I Program: The program governed by the provisions contained in Ginnie Mae
Handbook 5500.3, as amended.
Ginnie Mae Platinum Certificate: With respect to any Ginnie Mae Platinum Series, the
certificate issued by the Ginnie Mae Platinum Trust simultaneously with the issuance of the related
Ginnie Mae Platinum PO Bond.
Ginnie Mae Platinum Certificate Program: The portion of the Ginnie Mae Multiclass Securities
Program described in the Ginnie Mae Platinum Guide.
III-11-3
Ginnie Mae Platinum Factor: For each Ginnie Mae Platinum Series, with respect to each
Ginnie Mae Platinum Payment Date, the factor (carried to eight decimal places) that when multiplied by
the Original Principal Balance of the related Ginnie Mae Platinum Series equals the Principal Balance of
that Ginnie Mae Platinum Series after giving effect to the payments of principal to be made on the Ginnie
Mae Platinum Certificate and Ginnie Mae Platinum PO Bond on that Ginnie Mae Platinum Payment
Date.
Ginnie Mae Platinum Guaranty: The guaranty of Ginnie Mae with respect to the timely
payment of all principal and interest on each Ginnie Mae Platinum Certificate and Ginnie Mae Platinum
PO Bond in accordance with its terms as set forth in the Ginnie Mae Platinum Trust Agreement.
Ginnie Mae Platinum Guaranty Agreement: With respect to each Ginnie Mae Platinum Series,
the agreement pursuant to which Ginnie Mae agrees to guarantee timely payments of principal and
interest on the related Ginnie Mae Platinum Certificates and Ginnie Mae Platinum PO Bond in
accordance with their terms as set forth in the Ginnie Mae Platinum Trust Agreement.
Ginnie Mae Platinum Guaranty Fee: With respect to a Ginnie Mae Platinum Series, the one
time fee payable by the Depositor in exchange for Ginnie Mae’s guaranty of a Ginnie Mae Platinum
Certificate and related Ginnie Mae Platinum PO Bond. The fee shall consist of (i) the Cash Fee, which
equals (A) the Cash Fee plus (B) for certain Ginnie Mae Platinum Series identified in the Ginnie Mae
Platinum Guide, and the Non-Cash Fee, which consists of $5,000 remaining principal balance of MBS
Assets in excess of the principal balance of MBS Assets required to support issuance of the related Ginnie
Mae Platinum Certificate.
Ginnie Mae Platinum Guide: Part III of the Ginnie Mae Multiclass Securities Guide.
Ginnie Mae Platinum Payment Date: For each Ginnie Mae Platinum Certificate, the day of each
month on which payment is to be made by the Depository to the beneficial owners of the underlying
Ginnie Mae Certificates that are in Book-Entry Form, in accordance with the established rules and
procedures of the Depository, as in effect from time to time.
Ginnie Mae Platinum PO Bond: With respect to any Ginnie Mae Platinum Series, the principal
only non-recourse debt obligation of the Series Trust Fund, which is issued by the Ginnie Mae Platinum
Trust simultaneously with the issuance of the related Ginnie Mae Platinum Certificates.
Ginnie Mae Platinum Security: A Ginnie Mae Platinum Certificate or a Ginnie Mae Platinum
PO Bond.
Ginnie Mae Platinum Series: A series consisting of one or more Ginnie Mae Platinum
Certificates and a Ginnie Mae Platinum PO Bond.
Ginnie Mae Platinum Trust: The trust, formed pursuant to the Ginnie Mae Platinum Trust
Agreement, that issues Ginnie Mae Platinum Certificates.
Ginnie Mae Platinum Trust Agreement: The Sixth Amendment and Restatement as of April 1,
2008 of the GNMA Platinum Trust Agreement, dated as of October 1, 1994, among the Administrator,
the Ginnie Mae Platinum Trustee, the Initial Depositor and each of the Depositors, as it may be
supplemented and amended from time to time.
Ginnie Mae Platinum Trustee: The Bank of New York, or its successors and assigns, as trustee
under the Ginnie Mae Platinum Trust Agreement.
III-11-4
Ginnie Mae Platinum Trustee Fee: For each Ginnie Mae Platinum Series, with respect to each
Ginnie Mae Platinum Payment Date, the fee payable to the Trustee, which fee equals one-twelfth of the
product of (a) the Interest Rate of the related Ginnie Mae Platinum Certificates, (b) $5,000 and (c) the
Ginnie Mae Platinum Factor as of the immediately preceding Ginnie Mae Platinum Payment Date.
Ginnie Mae Platinum Upload Page: An interactive hyperlink located on Ginnie Mae’s website
pursuant to which users may initiate the issuance process and obtain security information regarding
Ginnie Mae Platinum Securities.
Ginnie Mae II Certificate: A Ginnie Mae II MBS Certificate or a Ginnie Mae Platinum
Certificate backed by Ginnie Mae II MBS Certificates.
Ginnie Mae II MBS Certificate: A security backed by a pool of single-family Mortgage Loans,
and issued pursuant to the Ginnie Mae II Program, whether issued in book-entry or certificated form.
Ginnie Mae II Program: The program governed by the provisions contained in Ginnie Mae
Handbook 5500.3, as amended.
Glossary: This Ginnie Mae Multiclass Securities Guide (Part III) Glossary.
GNMA: The Government National Mortgage Association.
Government Loans: Collectively, FHA Loans, VA Loans and RD Loans.
Guide: The Ginnie Mae Multiclass Securities Guide.
Holder: Any person whose name appears on the books and records of the Registrar as the record
holder of that security.
HUD: The United States Department of Housing and Urban Development.
Information Agent: The Bank of New York.
Initial Depositor: The initial depositor named in the Ginnie Mae Platinum Trust Agreement.
Interest Rate: As to any Ginnie Mae Platinum Certificate, the annual interest rate set forth in the
related Offering Circular Supplement.
Issuance Date: With respect to any Series, the first calendar day of the month of issuance of the
Ginnie Mae Platinum Securities.
Issue Date: The date of issuance of a Ginnie Mae Certificate.
Legal Advisor: A law firm designated by Ginnie Mae to act as legal advisor to Ginnie Mae in
connection with the Ginnie Mae Multiclass Securities Program. The name and address of the current
Legal Advisor is contained in Section B. of the Ginnie Mae Platinum Guide.
Maturity Date: The final Ginnie Mae Certificate Payment Date for a Ginnie Mae Certificate.
MBS: Ginnie Mae Certificates.
III-11-5
MBS Allowance: The limit of Ginnie Mae Certificates, expressed as a number of Ginnie Mae
Certificates per $1,000,000 principal balance of MBS Assets, allowed in any pool. Such number being
determined by reference to the Certificate Rate on the MBS Assets as described in Section C.2. of the
Ginnie Mae Platinum Guide.
MBS Assets: As to any Series, the Ginnie Mae Certificates listed on the related MBS Schedule.
MBS Schedule: The Ginnie Mae MBS Certificate Schedule attached as an exhibit to the Deposit
Agreement and to be completed by the Depositor and submitted to the Administrator on or before the
Submission Date.
Mortgage: A first lien, one- to four-family residential mortgage, either insured or guaranteed by
FHA, RD or VA, that underlies a Ginnie Mae Certificate.
Mortgage Loan: With respect to each Ginnie Mae Certificate, one of the mortgage loans in the
pool or pools underlying the Ginnie Mae Certificate.
Mortgage Note: The instrument evidencing the debt underlying the related Mortgage.
Mortgaged Property: The one- to four-family residential property including a condominium unit,
located in any one of the 50 states, the District of Columbia or any U.S. territory, commonwealth or
possession, securing or the subject of a Mortgage Loan.
Mortgage Rate: With respect to any Mortgage Loan, the per annum interest rate on the related
Mortgage Note.
Mortgagor: The obligor on a Mortgage Note.
Non-Cash Fee: With respect to any Series, the portion of the Ginnie Mae Platinum Guaranty
Fee consisting of the $5,000 in MBS Assets deposited into the Trust by the Depositor to facilitate
payment of the fees of the Administrator and the Trustee.
Notice of Termination: The written notice required to be delivered in respect of an Early
Termination.
Offering Circular: In connection with each offering of Ginnie Mae Platinum Securities, the Base
Offering Circular and related Offering Circular Supplement.
Offering Circular Supplement: The supplement to the Base Offering Circular constituting a part
of the Offering Circular and all supplements, if any, to the supplement.
Original Principal Balance: With respect to each Ginnie Mae Platinum Series, the aggregate
principal balance of the related Ginnie Mae Platinum Certificates and Ginnie Mae Platinum PO Bond as
of the Issuance Date.
Payment Date Statement: The report required to be delivered to the Information Agent pursuant
to Section 3.04(h) of the Ginnie Mae Platinum Trust Agreement.
Person: Any individual, corporation, partnership, limited liability company, joint venture, trust
(including any beneficiary thereof), unincorporated organization or government or agency or political
division thereof.
III-11-6
Pool Type: With respect to any pool of Mortgage Loans underlying any MBS, the two-letter
designation assigned by Ginnie Mae identifying the type of Mortgage Loans in such pool.
Principal Balance: As to any Ginnie Mae Platinum Series, its Original Principal Balance less all
principal previously allocated to the certificate or bond on previous Ginnie Mae Platinum Payment Dates.
RD: Rural Development.
RD Loans: Residential mortgage loans insured or guaranteed by RD.
Record Date: For each Ginnie Mae Platinum Security with respect to each Ginnie Mae Platinum
Payment Date, the last Business Day of the month immediately preceding the month in which that Ginnie
Mae Platinum Payment Date occurs.
Register: The register maintained by the Registrar for the Holders with respect to the Ginnie Mae
Platinum Trust.
Registrar: The Administrator.
Responsible Officer: With respect to the Trustee or Paying Agent, any Senior Vice President,
any Vice President, any Assistant Vice President, any Assistant Treasurer, any Trust Officer, or any
Assistant Secretary in the Corporate Trust Office of the Trustee or Paying Agent or any other officer of
the Trustee or Paying Agent, as applicable, customarily performing functions similar to those performed
by the persons who at the time shall be those officers, and also to whom, with respect to a particular
corporate trust matter, that matter is referred because of his or her knowledge of and familiarity with the
particular subject.
Series: A Ginnie Mae Platinum Series.
Series Trust Fund: A fund consisting of the Ginnie Mae Certificates deposited to the Ginnie
Mae Platinum Trust pursuant to the related Deposit Agreement.
Settlement Date: With respect to any Series, the date of settlement of the issuance of the Ginnie
Mae Platinum Securities.
Submission Date: With respect to any Series, the date on which the related Depositor has
submitted the Cash Fee, the Deposit Agreement and the MBS Schedule to the Administrator.
Trustee: The Ginnie Mae Platinum Trustee.
VA: The United States Department of Veterans Affairs.
VA Loans: Residential mortgage loans made to veteran borrowers under one of VA’s loan
guaranty programs.
Weighted Average Life: With respect to any Security, the average amount of time (in years) that
will elapse from the date of its issuance until each dollar of principal has been repaid to the investor.
III-11-7
| File Type | application/pdf |
| File Title | Microsoft Word - 25552383_9.DOC |
| Author | 09314 |
| File Modified | 2008-12-01 |
| File Created | 2008-11-18 |