Ginnie Mae Multiclass Securities Program Documents

Ginnie Mae Platinume Securities

Ginnie Mae Multiclass Securities Program Documents

OMB: 2503-0030

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GINNIE MAE MULTICLASS SECURITIES PROGRAM

Government National Mortgage Association
[

MULTICLASS SECURITIES GUIDE

Part III: Ginnie Mae Platinum Securities Transactions

January 1, 2014

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
MULTICLASS SECURITIES GUIDE
(January 1, 2014 Edition)
Page Number
PART III: GINNIE MAE PLATINUM SECURITIES TRANSACTIONS

INTRODUCTION TO GINNIE MAE .................................................................................... III-1-1
1. Overview ................................................................................................................... ....... III-1-1
2. How the Issuance of Ginnie Mae Platinum Securities Works ......................................... III-1-1
3. Ginnie Mae Platinum Guaranty Fee ................................................................................ III-1-2
4. Issuance Procedures Summary ........................................................................................ III-1-2
5. 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. Normal Submission Procedures ....................................................................................... III-4-1
2. Correction Procedures...................................................................................................... III-4-2
3. Electronic Submission Procedures ................................................................................... III-4-3
4. Withdrawal Prior to Issuance Procedures ........................................................................III-4-9
E. ISSUANCE

FORMS

Certification of Ginnie Mae Platinum Pool and Certificate Deposit Agreement and
Instructions .................................................................................................................. .... III-5-1
2. MBS Schedule and Instructions ....................................................................................... III-5-5
3. MBS Schedule Change Form .......................................................................................... III-5-6
4. Fax Confirmation Form ................................................................................................... III-5-7
5. Trust Receipt .............................................................................................................. ...... III-5-8
6. Trust Receipt Delivery Instructions ................................................................................ III-5-10
F. ISSUANCE
1.
2.
3.
4.

INFORMATION ................................................................................................. III-6-1

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. WARM and WALA Calculations for Ginnie Mae Platinum Pools .................................III-6-4
6. Submission and Issuance Dates for Ginnie Mae Platinum Pools .................................... III-6-5
7. Issuance Timeline .......................................................................................................... .. III-6-6
G. OTHER
1.
2.
3.
4.
5.
H.

OPERATIONAL DOCUMENTS
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

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 S ecurities are issued through the Ginnie Mae Mu
lticlass S ecurities
Program. Ginnie Mae Platinum Securities provide hol ders of MBS with greater market and operating
efficiencies. Investors who hol d multiple pools of M BS can co mbine new or existing MBS i nto a single
Ginnie Mae Platinum Cer tificate comprising such MBS. Onc e a Ginnie M ae Platinu m Certificate ha s
been creat ed, it can be us ed effi ciently in structured finance tra nsactions, re purchase tran sactions and
general trading.
Ginnie Mae Platinum Certificates are good delivery against Ginnie Mae TBA t ransactions, even
if the underly ing MBS have a current re maining ter m to maturity of less tha n 28 years. Ginnie Ma e
Platinum Certificates are TBA eligible only if all of the underlying MBS collateral is TBA eligible. Only
Ginnie Mae I MBS C ertificates with th e designation “XSF,” Gin nie Mae II MBS Certificates with the
designations “CSF” and “MSF” and Ginnie Mae Pl atinum Certi ficates with the designation “XSP,”
“MSP,” “XJ P” and future “CSP” and “CJP” Se curities are eligi ble collateral for Ginnie Mae Platinu m
Securities.
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 thi s introduction. Additional inform ation may be obtained about Ginnie Mae Platinu
m
Securities by calling the Administrator at either (2 12) 8 15-2086 or (2 12) 815-2215 duri ng (New York
City) business hours.
Capitalized t erms used b ut not defined have th e meanings a ssigned to them in the Glossary,
which is found in Section I. of this Pa rt III of the Ginnie Mae Multiclass Secu rities Guide. The ter ms
“Ginnie Mae Platinum” and “GNMA Platinum” are r egistered 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.

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).

III-1-1

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 ori ginal term to maturity of the mortgage loans underlying
the MBS co mprising the MBS Asset s, and ending with a suf fix that will denote the type of MBS
comprising the MBS Assets. The prefix “SP” will de note 30-year MBS Assets and the prefix “JP” will
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 guarant y 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 th e underl ying Ginnie Mae Certificates. The factor
tape for Gi nnie Mae I
Certificates i s issued on the sixth Bus iness Day of each month. The factor tape for Ginnie Mae II
Certificates is issued on the seventh Bu siness 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 Platin um C ertificates are i ssued throug h The Bank of New York Mellon (“BNY
Mellon” or “ BNYM”), the “Ad ministrator” or the “Trustee”, as applicable), which serve s as Ginnie
Mae’s Administrator and Trustee for each Ginnie Mae Platinum Series.

Ginnie Mae Platinum Guaranty Fee

For each issuance of Ginnie Mae Platin um Certificates, the Depositor must pay to Ginnie Mae its
Ginnie Mae Platinum Guaranty Fee, a portion of whic h will be payable in cash and the remaining portion
of which will be pay able through the Depositor’s overcollateralization of such Ginnie Mae Platinu m
Series by depositing into the Ginnie Mae Platinum Trust MBS Assets with a re maining principal balance
$5,000 greater than the original principal balance of the proposed Ginnie Mae Platinum Certificate.
The Cash Fe e, which is pay able by the Deposito r 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 th e proposed Ginnie Mae Platinum Securities
multiplied by (b) a percen tage determi ned by reference to the remaining principal
balance of the MBS Ass ets as of the Subm ission Date, the certif icate rat e, and the
number of certificates comprising the MBS Assets less (c) $5,000.

In addition to the Cash Fee, the Depositor is res ponsible for the Non-Cash Fee, which is payable
by the allocation of a $5,000 portion of the underl ying MBS Assets to the creation of the Ginnie Mae
Platinum PO Bond. The Ginnie Mae Platinum PO Bond will be delivered to the Ad ministrator who will
be entitled to distributions on such s ecurity as com pensation 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.
The Ginnie Mae Platinum Guaranty Fee may be changed from ti me to time at Ginnie Mae’ s
discretion.

Issuance Procedures Summary

In order to begin the issuance process for a Ginnie Mae Platinum Certificate, a Depositor must
submit an executed Deposit Agreement.

III-1-2

Each Ginnie Mae Platinum C ertificate will be issued on the first Business Day
after the
Submission Date (the “Settlement Date”), which is the date on which the Depositor subm its the Deposit
Agreement and the MBS Assets to the Administrator. Following the submission of the executed Deposit
Agreement, the Ad ministrator creates a “pool head er,” which assigns a pool num ber and the CUSIP
number for t he Platinum pool. The Adm inistrator will send the Depositor a Confirmation by facsi mile
which includes the pool number and CUSIP number for the Platinum pool. In addition, the Depositor will
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 i s the period co mmencing with the Su bmission Date and contin uing
through the Settlement Date. By the S ubmission Da te, the Dep ositor m ust h ave obtained from Ginnie
Mae’s website or the A dministrator a Deposit Agree ment an d an MBS Schedule, com pleted such
documents, and submitted them to the Administrator.
The Depositor m ust tran sfer the MB S Asset s set forth on the MBS Schedule to the Fe deral
Reserve B ank of New York according to the instructi ons set forth in the Conf irmation. The Depositor
will send to the Ad ministrator instructions for the Tr ust Receipt. Upon verification of the transfer and
following receipt of the trust receipt instructions, th e Administrator will prepare a Trust R eceipt and fax
to the Depositor and the inter mediary bank (which may be acting on behalf of a purchaser of the MBS
Assets under a repurchase agreement or a lender holding a security interest in the MBS Assets pursuant to
a financing arrangement) named therein. The Depos itor should utilize the Platinum calculator on Ginnie
Mae’s website to calculate the Cash F ee due for the Ginnie Mae Platinum Securities. 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 an d the $ 5,000 Ginnie Mae Platinum PO Bond t o the
Administrator’s custodian. The Adm inistrator will thereaft er promptly post the related Offering Circular
and the underlying collateral related to the pool on Ginnie Mae’s website.

Step-by-Step Summary

The following is a ten-step su
issuance process.

mmary of the above-outlined Ginnie Mae Platinum Securities

Prior to Submission Date
1.

The Depositor collects Gi nnie Mae I Certificat es or Ginnie Mae II Certificat es
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

III-1-3

(e)

have an aggregate re maining prin cipal balance shown on the Pass B
factor tape generation for Ginnie Mae I and Ginnie Mae II certificates (as
of the seventh Business Day ) 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 f rom the Ad ministrator and com pletes a Deposit
Agreement and the MBS Schedule.
Submission Date

No later than 1:00 p.m . o n the S ubmission Date, the Depositor subm its to the
Administrator b y fax or hand delivery
an execut ed and co mpleted Deposit
Agreement which includes good delivery instructions (the Clearing Bank’s ABA
number and Third Party Name/Secondary account) and a Settlement Date an d a
completed MBS Schedule. Schedules may also be submitted electronically. F or
electronic su bmissions, the MBS Schedule of un derlying p ools must have one
Ginnie Mae MBS Certificate equal to the longest remaining term to maturity.

The Depositor receives the Confirmation from the Administrator which includes:
a Ginnie Mae Platinu m pool num ber, a CUSIP n umber and an LPA. The
Certification Period commences with the Submission Date and continues through
the Settlem ent Date. The Settlement Date occurs one Business Day after the
Submission Date.
Certification Period Prior to Settlement Date

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.

The Adm inistrator verifies the characteristics of the MBS Assets and confirms
that the MB S Ass ets hav e been trans ferred to the related LPA at the Federal
Reserve B ank of New Y ork. If any discrepanci es ar e discov ered then th e
Settlement Date will be d elayed by one Business Day. (See Corrections below
for discrepancy procedures.)
The Depositor will fax to the Adm
inistrator trust receipt instr uctions. The
Administrator will prepare the Trust Re ceipt and fax it to the Depositor and the
intermediary bank named therein. 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.

The Ad ministrator provid es a term sheet with all pool data including
pool
number, issue date, maturity date, firs t pay ment date, CUSIP num ber, interes t
rate and other pertinent information to the Federal Reserve B ank of New Yo rk
for the Ginnie Mae Platinum Certificate.

III-1-4

Settlement Date
8.

On the Settlement Date, t he Ginnie M ae Platinu m Trust will issue the Ginnie
Mae Platinum Securities. The Settlement Dat e will occur on t he first Busi ness
Day after the Submission Date (if no corrections are required).

A Ginnie Mae Platinum Certificate is delivered to th e Depositor’s account (or to
the account specified by t he interm ediary bank na med in the Trust Receipt, as
applicable) at the Federal Reserve Bank of New Yo rk, the $5,000 Ginnie Mae
Platinum PO Bond is issued and sent to the Administrator’s custodian.

10.

An Offering Circular Supplement (that contains tran saction specific information)
and the Collateral File are posted on Gi nnie Mae’s website for eac h Ginnie Mae
Platinum Series.

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 m illion 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 Ad ministrator discovers any discrepancies during the verification process, then the
Certification Period will be extended to perm it co rrections 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 confirm ation stating the fu ture Platinum pool ’s LPA num ber, CUSIP num ber,
and pool nu mber. The Depositor must remit to the Ad ministrator a co mpleted MBS Schedule and
Deposit Agre ement, as well as the Cas h Fee in full. From this stage on, the Platinum p ool process
continues as stated in the “Issuance Process” above.

III-1-5

KEY CONTACTS

Depositors interested in creating a Ginnie Mae Platinum Certificate should contact BNYM, as
Administrator, at the address set forth below. Any one interested in obtaining a copy of the Ginnie Mae
Multiclass Securities Guide or inform ation regarding access to Gi nnie Mae’s Platinum Upload Page may
do so by calling 1-800-234-GNMA, option 2.
Addresses of key contacts for the issuance and ad ministration of Ginnie Mae Platinum Securities are as
follows:
(i)

Administrator and Trustee - BNY Mellon, 10 1 Barclay Street, 8 th Floor East, New York, NY
10286, Attention: Evan Del Colle (2 12) 815- 2086; Email: [email protected],
Yvonne Vinson (212) 815-2215; Email: [email protected], or Yvonne Monah
(212) 815-2054; Email [email protected]; and

(ii)

Ginnie Mae, 550 1 2th Str eet, S.W., Third Floor , Washington, D.C. 20024 , Attention: S enior
Vice President, Capital Markets, Telephone: (202) 475-4926, Fax: (202) 485-0220.

III-2-1

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 Dat e, which is one Business Day prior to the Settlem ent
Date. The Cash Fee is set forth below and is followed by an example of the calculation of the Cash Fee.
In addition t o the Cash F ee, the Depositor is respons ible for a Non-Cash Fee, which is pay able by th e
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 Ad ministrator, and the related excess inter est that is used to pay
the fees of the Trustee.
The Ginnie Mae Platinum Guar anty Fee may be changed from ti me 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, t he fee schedule is available on Bloom berg and is post ed on Ginnie
Mae's contributed pages, which can be acce ssed with the comma nd GNMA < GO>. A fee calculator is
also available on Ginnie Mae’s website.
The Cash Fee is cal culated by (A) multiplying the sum of the remaining principal balance of the
MBS Assets to be delivered in exchange for the Ginnie Mae Pla tinum C ertificate and the Ginnie Ma e
Platinum PO Bond referred to below (collectively, the “Ginnie Mae Platinum Securities”) by a percentage
that is determined by re ference to t he remaini ng principal balance of th e MBS Assets as of the
Submission Date, and (B) subtracting $5,00 0 fro m th e product determ ined in clause (A). A matrix
detailing the current Cash Fee structure is ava ilable on Ginnie Mae’s website, www.ginniemae.gov. It
also is available on Bloomberg and is p osted on Ginnie Mae 's contributed pages, which can be a ccessed
with the command GNMA .

III-3-1

D.
1.

ISSUANCE PROCEDURES

Normal Submission Procedures

a.
A Depositor must first obtain a Deposit Agree ment (each of which has an MBS Schedule
attached to it) and instructions from the Administrator. A Deposit Agreement can be obtained b y 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 M ulticlass S ecurities Guide. After a Depositor has com pleted and executed the
Deposit Agre ement and has co mpleted the ele ctronic MBS S chedule attache d thereto, it must fax o r
deliver the form to the Administrator at the following address:
BNY Mellon
Ginnie Mae Platinum Pool Processing Unit
Ginnie Mae Relationship Services
101 Barclay Street, 8th Floor East
New York, NY 10286
Attention: Yvonne

Fax: (212)

Vinson
Yvonne Monah
Evan Del Colle

Telephone: (212) 815-2215
Telephone: (212) 815-2054
Telephone: (212) 815-2086

313-0107

Once co mpleted, the MBS Schedule m ust be subm itted electronically ( see “– Elect ronic
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 mak e certain that the “C ontact Person” identified on th e bottom of the
Deposit Agreement is the person that the Ad ministrator should contact if issues regarding the issuance of
the Ginnie Mae Platinum Certificates should arise.
b.
After the Deposit Agreement and the MBS Sc hedule have both been subm itted to the
Administrator, the Depositor must wire the Cash Fee to the Administrator to the following account:
Bank

name:
BNY
Mellon
Bank ABA No.:
021000018
Account
No.: 8900
646497
Account name:
Ginnie Mae Platinum Account
Attention:
Ginnie
101
New

Evan

Del Colle
Mae Relationship Services
Barclay Street, 8th Floor East
York, NY 10286

The date on which the r equirements of paragrap h a. above an d this paragraph b. have been
completed will be the Subm ission Dat e for such i ssuance of Gi nnie Mae Platinum Securities. The
Submission Date is the Business Day immediately preceding the Settlement Date. The Cash Fee must be
received by the Ad ministrator no later than 2:30 p.m . Eastern ti me 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 Agre
ement, 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 Federa l 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 Receivi ng Bank (Clearing Bank) ABA
Number and Third Party
(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.

name

d.
After the transfer of the MBS Assets to the appropriate LPA, the transfer must be verified
by the Ad ministrator. By the close of business on th e Submission Date, the Administrator, as instructed
by the Depositor, will issue a copy of a Trust Receip t via facsimile transmission that sets fo rth that such
MBS Asset s are being held in the LPA identified
on the Deposit Agree ment, with the original Trust
Receipt with a listing of the MBS Assets being retained at the Office of the Administrator.
e.
The Administrator will verify the characteristics of the MBS Assets and will confirm that
the MBS Ass ets have been m oved to the related LPA at the Federal Reserve B ank of New York by 2:30
p.m. Eastern time on the Subm ission Date. If there is a problem or any discrepancies are disc overed, the
Administrator will call the “Contact Person” identified in the Deposit Agreement.
f.
On the Settle ment Dat e, 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 Platinu m Securities will be delivered to the Federal
Reserve Bank of New York.

(ii)

The Certificated Ginnie Mae Pl
respective Holders.

(iii)

The Ginnie Mae Platinum PO Bond in the amount of $5,000 will be delivered to
the Administrator’s custodian.

atinum Securities will be d

elivered to the

g.
On the Settlement Date, the Adm inistrator will post the Offering Circular Supplement
that contains transaction-s pecific information and the collateral with respect t o the Ginnie Mae Plati num
Securities) o n Ginnie Mae’ s website. The Depositor may also re ceive an Offering Circular in phy sical
form fro m th e Ad ministrator that will be availabl e to be delivered to purchasers of the
Ginnie Mae
Platinum Certificate by calling 1-800-234-GNMA, option 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

III-4-2

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 ba lance 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 ea ch Ginnie Mae Certific ate reported on the MBS Schedule
may differ from the amount reported b y the issuer of that Ginni e Mae Certificate by no m ore than one
dollar ($1.00).
If any Ginni e Mae Certificate cannot be verified or the remaining principal balance and the
reported balance cannot be reconciled, the Ad
ministrator 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 cor rected Depos it Agree ment and MBS Schedule Change Form that
omits the Ginnie Mae Certificat e(s) in question, changes the unconfirmed
remaining principal balance or substitut es a different Ginnie Mae Certificate for
the Ginnie Mae Certificate in error; or

(iii)

have the Ginnie Mae Certificate is suer contact the Administrator to verify the
remaining principal balance.

If the Depositor elects to subm it an a mended Deposit Agreement and an MBS S chedule Change
Form, the processing of the Ginnie Mae Platinum Certificate will be suspended until the corrected for ms
are received by the Adm inistrator. The Certifica tion Period for the Ginnie Mae Platinum C ertificate
issuance will continue once the Administrator confirms receipt of such for ms. 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 Agreem ent and the MBS S chedule
Change Form must be submitted via fax. The Submissi on Date will be the d ate of actual receipt of the
corrected forms. Any substitutions or corrections will delay the Settlement Date by one Business Day.

Electronic Submission Procedures
a.

General Information

The MBS Schedule m ust be subm itted electronicall y t o the Administrator. The Depositor will
nonetheless be required to subm it a com pleted a nd executed Deposit Agreem ent 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
Administrator’s system-generated totals resulting from the electronic submissions, the file will be
rejected.

III-4-3

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 ti me will be deemed to have b een received on the next
Business Day.
Initial subm issions as well as corrections m
ust be sent electronically. If
substitutions or
corrections are required, the MBS Schedule Change Form must be co mpleted and faxed to the
Administrator. If m ore t han ten pool s require corr ection, a new file must be subm itted via em ail t o
[email protected] and following transm ission must b e confirm ed with the Administrator by
telephone.
The Ad ministrator will receive the M BS Schedule electronically using Ginnie Mae’s Pl atinum
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 BNY Mellon at (212) 313-0107.

(ii)

The Depositor will recei ve the Ginni e Mae Platin um pool num ber fro m t he
Administrator. The Gin nie Mae Platinum pool number is included o n t he
Confirmation.

(iii)

The Depositor will creat e the file representing the MBS Schedule in the im port
layout form at (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 Platinu m Upload P age, transm it t he
file to the Administrator according to the appropriate el ectronic trans mission
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 nu mber of det ail records to t he total Ginnie Mae
MBS Certificate count in the trailer record;
comparison of the sum o f the original principal balances equal to the
remaining principal balance on the trailer record; and
comparison of the sum of the rem aining 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 notifie d that the transm ission was rejected
and will be instructed to correct the problem and upload a modified file.
(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.

III-4-4

The MBS Assets submission is not considered co mplete until the Ad ministrator
has received:

(a)

a co mpleted and execute d 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 Ad ministrator will ad vise the Depositor of any discrepanci es regarding t he
MBS Schedule detail ( i.e., a Ginnie Ma e Certificate with an incorrect re maining
principal balance, incorre ct Certifi cate Ra te, etc.) t hat needs to be correct ed on
the same Business Day t hat the item s set forth in paragraph (vi) above were
received, provided that such ite ms all were r eceived by 1:00 p.m . E astern 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 advi se the Ad ministrator of an y corrections or changes.
Corrections or changes must be subm itted on an MBS Schedule Change For m
faxed to the Administrator; provided, however, that if more than ten pools require
correction, the Depositor
must electronically subm it a new file to the
Administrator and, must confirm receipt of the transmission via telephone.

(ix)

All re maining electronic submission procedures ar e identical t o the norma l
submission procedures set forth above in Section 1, subsections d. through f.

Electronic Transmission Set-Up Procedures

To subm it the MBS Schedule electronically , a De positor m ust follow the procedures set forth
below. If the Depositor requires assistance with the procedures, it should contact the Administrator at 1800-234-GNMA, option 2.
Note:

The Depositor m ust contact the Ad ministrator for an ID and password to a
Ginnie Mae Platinum Upload Page.

ccess th e

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.

alpha

Certificate Rate

The Certificate Rate of the MBS Assets.

alpha-right justify - leading blanks
(XX.XXX)

Depositor’s Name

The name of the Depositor submitting the MBS Assets.

114

115

120

Filler
Ginnie Mae Platinum Pool
Number

The six-digit Ginnie Mae Platinum pool number.

alpha

30
77

numeric - the first two bytes must
start with ‘78’.

III-4-6

IMPORT LAYOUT
File name: (Platinum pool).plt
Field Name

GINNIE MAE PLATINUM POOL DETAIL RECORD
Description

Starts

CUSIP Number *

The nine-character CUSIP number assigned by the CUSIP Service Bureau to
the Ginnie Mae Certificate.

Pool Number and Suffix

The six-digit Ginnie Mae Certificate number and program type: currently
X = Ginnie Mae, C = Custom, M = Multiple Issuer.

Pool Type

The type of mortgage loans underlying the Ginnie Mae Certificate, e.g., SF
for Single-Family, etc.

19 21

Issue Date

The date the Ginnie Mae Certificate was issued.

Coupon Rate

The Certificate Rate of the Ginnie Mae Certificate. 32

Maturity Date

The Maturity Date of the Ginnie Mae Certificate.

Original Principal Balance

Ends

Format

Length

alpha

6 numeric + 1 alpha (X or C or M)

alpha-left justify

numeric (yyyymmdd)

alpha-right justify-leading blanks
(XX.XXX)

numeric (yyyymmdd)

The original principal balance of the Ginnie Mae Certificate.

alpha-right justify-leading blanks(XXXXXXXXXXXXX.XX)

Current Balance

The remaining principal balance of the Ginnie Mae Certificate.

alpha-right justify-leading blanks(XXXXXXXXXXXXX.XX)

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)

Current WALA *

The weighted average loan age of the mortgage loans underlying the Ginnie
Mae Certificate as of the Issuance Date.

numeric - right justify

Current WARM *

The weighted average remaining term to maturity of the mortgage loans
underlying the Ginnie Mae Certificate as of the Issuance Date.

numeric - right justify

Collateral Group ID *
Filler
Ginnie Mae Platinum pool
number

* = fields are optional

100 114
The six-digit Ginnie Mae Platinum Pool number.

115

15
120

numeric - the first two bytes must
start with ‘78’

III-4-7

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.

Number of Pools

The total number of Ginnie Mae Certificates.

Total Face Amount

The total original face amount of the Ginnie Mae Certificates.

14 29

Total RPB

The total remaining principal balance of the Ginnie Mae Certificates as of
the 15th Business Day.

Filler
Ginnie Mae Platinum pool
number

Format
alpha (TOTAL)

numeric

alpha-right justify-leading blanks
(XXXXXXXXXXXXX.XX)

46 114
The six-digit Ginnie Mae Platinum pool number.

115

Length

69
120

numeric - the first two bytes must
start with ‘78’.

III-4-8

Withdrawal Prior to Issuance Procedures

The current Ginnie Mae Platinum Cer tificate i ssuance 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
specified MBS Assets.

to withdraw the Pl atinum Pool num ber and the

underlying

MBS Assets withdrawal notifications should be for warded to the Ad ministrator’s Ginnie Mae
Platinum Pool Processing Unit via fax at (212) 313-0107. Any written notices of withdrawal received by
the Ad ministrator after 3: 00 p.m . East ern ti me will be processed as if receiv ed the next Business Day.
MBS As sets sub mission withdrawal n otifications m ust be re ceived by 9:00 a. m. Ea stern time on the
Settlement Date if the withdrawal is to be effected on the Settlement Date.

III-4-9

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 Mellon will act as trustee of the Ginnie Mae Platinum Trust for the holders of Ginnie Mae Platinum Securities (the
“Ginnie Mae P latinum Trustee”) and hereby authorizes the Ginnie Mae P latinum 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 P latinum P ool
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 P latinum P ool N umber w ith t he
Longest Maturity

Pursuant to the Seventh Amendment a nd R estatement a s of O ctober 1, 2011 (the “Amendment a nd R estatement”) of t he G innie M ae Platinum T rust A greement, da ted a s of O ctober 1, 1 994, a s suc h A mendment a nd R estatement m ay be
amended from time to tim e (the “Ginnie Mae Platinum Trust Ag reement”), r elating 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 C ertificates to the Ginnie Mae P latinum Trustee, the Depositor will own each of the Ginnie Mae Certificates free and clear of a ny 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, (i) a cknowledges that it is e ntering 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 and (ii) acknowledges and agrees that the agreements of the Depositor set forth in a ny Trust Receipt relating to the
issuance of the Ginnie Mae Platinum Securities shall be binding on the Depositor to the same extent as though such agreements have been set forth in full in this Deposit Agreement.
In c onnection wi th the c reation o f th e Ginnie Ma e Pla tinum Se curities t he un dersigned a grees to pay to the Ad ministrator, before the Se ttlement D ate, the G innie Ma e Platinum G uaranty Fe e, w hich inc ludes a mounts pa yable to t he
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 t he benefit of Ginnie Mae, the Ginnie Mae Platinum Trustee and t he Administrator under the Ginnie Mae Platinum Trust Agreement and shall sur vive 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.
D

epositor’s Name:
By:

Dated:

Please Print Name:

Title:

Delivery Instructions:
Clearing Bank Name:

ABA Number:

Third Party Name
(Secondary Account):``

Settlement Date:

________
Contact Person:

/
____

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

III-5-1

SAMPLE
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 Mellon will act as trustee of the Ginnie Mae Platinum Trust for the holders of Ginnie Mae Platinum Securities (the
“Ginnie Mae P latinum Trustee”) and hereby authorizes the Ginnie Mae P latinum 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

Ginnie Mae Platinum
First Monthly Payment Date
Ginnie Mae Platinum
Maturity Date
Pool Type
MBS Pools
Certificate Rate
Certificate Face Amount
15 yr/30 yr
(a) 10/01/2001
(b) 9.500
(c) 11/15/2001
(d) 500,289,765
(e) 09/15/2016
(f) SP
(g) 30-year
Ginnie M ae MB S or P latinum P ool Maturity D ate of Ginnie Mae MB S or
Number With the Longest Maturity
Platinum Po ol Numb er w ith th e Lon gest
Maturity
(h)
(i)
Pursuant to the Seventh Amendment and R estatement as of O ctober 1, 2011 (the “Amendment and Restatement”) of the Ginnie Mae Platinum Trust Agreement, dated as of October 1, 1994, as such Amendment and Restatement may be
amended from time to tim e (the “Ginnie Mae Platinum Trust Ag reement”), r elating 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 C ertificates to the Ginnie Mae P latinum Trustee, the Depositor will own each of the Ginnie Mae Certificates free and clear of a ny 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, (i) acknowledges that it is e ntering 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 and (ii) acknowledges and agrees that the agreements of the Depositor set forth in a ny Trust Receipt relating to the
issuance of the Ginnie Mae Platinum Securities shall be binding on the Depositor to the same extent as though such agreements have been set forth in full in this Deposit Agreement.
In c onnection wi th the c reation of the Ginnie Ma e Pla tinum Se curities, the un dersigned a grees to pa y to t he Adm inistrator, before the Se ttlement D ate, the G innie Ma e Platinum G uaranty Fee, w hich inc ludes a mounts pa yable 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 t he benefit of Ginnie Mae, the Ginnie Mae Platinum Trustee and t he Administrator under the Ginnie Mae Platinum Trust Agreement and shall sur vive 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.
D

epositor’s Name:

(

By:
Ple

(k)

ase Print Name:

Dated:
)

Title

(l)
:

(n)

Delivery Instructions:
ABA Number:
(Se

Clearing Bank Name:

(o)________
(p)________
Contact Person:

(q)
(t) Jane Smith

Third Party Name
condary Account):

Settlement Date:

Cash Portion of Fee:

(r) 10/31/01

$(s) 625,000

Phone: (u) (212) 555-5555

Fax: (v) (212) 555-1234

III-5-2

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 Plati num Interest Rate, do not zero-fill the field before the deci mal point
but do enter 3 digits after the decim al, e.g., 9.500. All Ginnie Mae Certific ates must have the
same Certificate Rate.

(c)

Enter the dat e of the first m onthly Ginnie Mae Platinum Pay ment Date of the Ginnie Mae
Platinum Certificate in M M/DD/YYYY format, e.g., 11/15/2001 for Ginnie Mae I Certifi cates
and 11/20/2001 for Ginnie Mae II Certificates.

(d)

Enter the face amount (excluding cents) of the Gi nnie Mae Platinum Certificate. This figure will
be $5,000 less than the sum of the remaining principal balances of the underl ying Ginnie Mae
Certificates, listed as “Total RPB” at the bottom of t he final page of the MBS Schedule, due to
the $5,00 0 Non-Cash Fee. Cents should be dr opped from the Ginnie Mae Platinum Certificate
face amount but included in the remaining
principal balances o f the underl ying Ginnie Mae
Certificates.

(e)

Enter the Final Pay ment 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 ty pe of the Ginnie Mae Platinum P ool ( 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 Certificat es have 15-year or 30year 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).

(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.
III-5-3

(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 wh o 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 pool s 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 am ount (the beneficial holder’s assignm ent of this MBS pool to the Gi nnie
Mae Platinum Pool).

(d)

The RPB of that portion of the MBS pool representing the Depo sitor’s participation in the MB S
pool as set forth from the sixth Business Day factor tape (in the case of Ginnie Mae I M BS) 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 be en 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 eac h pa ge of t he M BS S chedule. The t otal must eq ual $5 ,000 m ore t han t he Ginnie M ae
Platinum Certificate face amount, shown at the top of Page 1 on the Deposit Agreement.

Deliver, or fax, completed forms to:
B
Ginnie
101
Phone:
Yvonne
Evan
Fax:

NY Mellon
Ginnie Mae Platinum Pool Processing Unit
Mae Relationship Services
Barclay Street, 8th Floor East
New York, NY 10286
Yvonne Vinson (212)
Monah (212)
Del Colle (212)
(212)

815-2215
815-2054
815-2086
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:
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 BNY Mellon:

Final Page Only
Number of MBS Pools:
Total MBS Pool Face Amount:
Total RPB:
(g)

(e)
(f)

III-5-6

FROM:
BNY

Mellon
Ginnie Mae Platinum Pool Processing Unit
Ginnie Mae Relationship Services
101 Barclay Street, 8th Floor East
New York, NY 10286

ontact Name:
Company Name:

Voice
Fax

Phone:
Phone:
# of pages, including this one: 1
Confirmation, Certification of Ginnie Mae Platinum Pool

BNY Mellon 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
Yvonne Monah
Evan Del Colle

LPA Number: ____________________
Receiver ABA Number
Issuance Date: ______/___01___/______

Fax: (212)

(212) 815-2264
(212) 815-2054
(212) 815-2086
313-0107

Cash Fee Amount: $_____________________

III-5-7

TRUST RECEIPT
BNY Mellon
Ginnie Mae Platinum Pool Processing Unit
Ginnie Mae Relationship Services
101 Barclay Street, 8th Floor East
New York, NY 10286
Date
Depositor
Attn:
Intermediary Bank
Attn:
Dear Sirs:
This will confirm that The Bank of New York Mell on (“BNY Mellon”) in its capacity as custodian under
this trust receipt has received and hol ds fo r _____ ___________________ (th e “Intermediary Bank”)
$_________________.00 original face am ount of Ginnie Mae Certificates ( “MBS Asset s”) 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 Agreem ent. BNY Mellon will hold the MBS
Assets for the Intermediary Bank until 11:00 AM or at such time as the Ginnie Mae Platinum Certificates
are delivered (the “Settlement Date”) an d, thereupon will deliver in its capacity as Ginnie Mae Platinu m
Trustee in exchange for the MBS Asset s, to the Inte rmediary Bank or otherwise, in accordance with the
instructions of the Inter mediary Bank (which del ivery instruct ions m ay be standing i nstructions that
________________ (the “Depositor”) irrevocably authorizes the Ginnie Mae Platinum Trustee to follow),
the Ginnie Mae Platinu m Certificates representing the Ginnie Mae Platinu m Pool backed by such MBS
Assets, which will be held in trust pursuant an
d subject to the Deposit Agreement dated as of
____________________, ____ (the “Agreement”) relating to such exchange.
At all ti mes prior to the Settlement Date, BNY M ellon will hold the MBS Assets for the Inter mediary
Bank under the terms hereof and has made approp riate 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 Agree ment, BNY Mellon’ s obligation to hold th e MBS Asset s on behalf of the Interm ediary Bank
shall automatically terminate, and BNY Mellon shall have no further obligation hereunder.
The Depositor and the Intermediary Bank irrevocably agree and acknowledge that BNY Mellon shall take
no action wit h respect to the MBS Assets prior to t he Settlem ent Date unless BNY Mello n shall have
received the instructions of the Intermediary Bank. Upon receipt of any such instructions,BNY Mello n
will deliver t he MBS Assets in accordance with such instruction. The Dep ositor affirms that if any
arrangement that it maintains prior to the Settlement Date involving the MBS A ssets results in the failur e
of the MBS Assets to remain in BNY Mellon’ s possession through the Settlement Dat e, such failure shall
constitute a breach of the Agreement by the Depositor.
The Depositor agrees to inde mnify and hold each of Ginnie Mae and BNY Mellon, its officers, directors,
employees and agents har mless fro m and against an y and all losses, cl aims, dam ages, li abilities and

III-5-8

expenses (including but not limited to reasonable attorney fees) arising out of or in connection with BNY
Mellon’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 Certifi cate does not occur, BN Y
Mellon will deliver the MBS Assets upon the receipt of written instructions from the Intermediary Bank.
By receipt of this Trust Receipt, the terms of this Trust Re ceipt shall be c onclusively dee med to b e
acceptable to the Depositor and the Intermediary Bank.
BNY Mellon is an agent, bailee and custodian only and is not intended to be, nor shall it b e construed to
be, a representative, trustee or fiduciary of or for either the Depositor or the Intermediary Bank.
All instructions and notices to BNY M ellon 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 term s used but not defi ned herein sha ll have the meanings given to such t
Agreement.

erms in the

This trust receipt shall be governed by and continue d in accorda nce with the laws of the State of New
York without regard to principles of conflicts of law.
S

incerely,

The
B

Bank of New York Mellon
y:

Title:

III-5-9

TRUST RECEIPT DELIVERY INSTRUCTIONS
Date
BNY Mellon
Ginnie Mae Platinum Pool Processing Unit
Ginnie Mae Relationship Services
101 Barclay Street, 8th Floor East
New York, NY 10286
Dear BNY Mellon:
In acknowledgm ent of the receipt of $___ ___________________.00 ori ginal [ principal balance] face
amount of Ginnie Mae Certificates, fro m _____________________ (Depositor), The Bank of New York
Mellon is authorized to execute, and provide a copy of, a Trust Receipt in the for m approved for the
Ginnie Mae Multiclass Securities Pr ogram for Ginnie Mae Platinum S ecurities to the following
Intermediary Bank:
N

ame:
Address:

City:

State:

Zip:

Attention:
Fax Number:

Phone Number
Sincerely,
[DEPOSITOR]

By
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 Pa ge is a w eb-based Platinum Pool
submission application that allows a De positor to electronically submit
the MBS Schedule. The uploaded fil e 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 Ad ministrator at 1-800-234-GNMA, option 2 for assistan ce in
using e-Access.

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 BNY Mellon to purchasers of the applicable Ginnie
Mae Platinum Certificate.

III-6-1

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

Face Amount
In Ginnie Mae
Platinum

% of MBS
Pool in
Ginnie Mae
Platinum
Series

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%

$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

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

WARM and WALA Calculations for Ginnie Mae Platinum Pools

WARM – Weighted Average Remaining Term to Maturity
WALA – Weighted Average Loan Age
WARM and WALA is calculated as the weighted av erage of the rem aining term to maturity and
loan age, respectively , of the underl ying collatera l o f the related Ginnie Mae Platinum pool, as further
described below.


WARM is the weighted average (weighted by security remaining principal balance (“RPB”))
of the WARM of each underlying pool; provided that if underlying collateral pools in excess
of 15% of the aggregate RPB for the Ginnie Mae Platinum security have not reported any
WARM for the related reporting period, no WARM will be disclosed for the relevant Ginnie
Mae Platinum security.



WALA is the weighted average (weighted by security RPB) of the WALA of each underlying
pool; provided that if underlying collateral pools in excess of 15% of the aggregate RPB for
the Ginnie Mae Platinum security have not reported any WALA for the related reporting
period, no WALA will be disclosed for the relevant Platinum security.

III-6-4

Submission and Issuance Information for Ginnie Mae Platinum Pools



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.

III-6-5

7.
Nor

Issuance Timeline
mal Processing

After
eighth
Business
Day__________

(1)

Submission
Date

Obtain Deposit Agreement.
(2)
Administrator reviews Deposit
Agreement and creates a “pool header”
assigning pool number and CUSIP number.

Business
Day 1
Ginnie Mae
Platinum
Certificate
Settlement
Date
(8)
BNY Mellon 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.

(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
BNY Mellon’s custodian.
(4)
The Administrator will confirm
receipt of the MBS Assets to the Depositor. (10)
An Offering Circular Supplement
BNY Mellon will fax the Depositor a
and the collateral backing the Platinum will be
Confirmation.
posted to e-Access by BNY Mellon (hard
copies will also be available from BNY
(5)
The Depositor must transfer the
Mellon).
Ginnie Mae Certificates to the LPA account
at the Federal Reserve Bank of New York
listed on the fax Confirmation.
(6)
BNY Mellon 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-6-6

OTHER OPERATIONAL DOCUMENTS

III-7-0

SEVENTH AMENDMENT AND RESTATEMENT
as of October 1, 2011
of the
GINNIE MAE 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) II

I-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) II

I-7-ii

This SEVENTH AMENDMENT AND RESTATEMEN T dated as of Octo ber 1, 2011 (the
“Seventh Amend ment a nd Restate ment”) of the GINNIE M AE PLATINUM TRUST AGREEMENT,
dated as of October 1, 1994 (the “Ginnie Mae Pl
atinum Trust Agreement”) (as amend ed by each
AMENDMENT AND RE STATEMENT, the “Amendm ent and Restatement”), made with respect to the
formation of the Ginnie Mae Platinum Trust (the “Ginnie Mae Platinum Trust”), am ong The Bank of
New York Mellon (“BN YM”), as ad ministrator (the “Ad ministrator”), BNY M, as trustee (the “Ginnie
Mae Platinum Trustee”), Randolph F. Totten, on behalf of the initial depositor (t he “Initial Depositor”),
and each of the several depositors of MBS Assets from time to time (each, a “Depositor”). All capitalized
terms used h erein and not otherwise d efined shall have the meanings assigned to such t erms 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 m ore previousl y i ssued Ginnie Mae Cer tificates for a new Series of Ginnie Mae Platinum
Certificates issued pursuant to this Ginnie Mae Platinum Trust Agreement, as amended from tim e 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 C ertificates
will represen t, in the aggregate, the entire undivi
ded 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 Tru st Agreem ent, the Ad ministrator
and the Ginnie Mae Platin um Trustee, with the consen t and at the request of Ginnie Mae but without the
consent of any Depositor, i ncluding the Initial Depositor, or any H older or Hol ders, desire to am end and
restate the G innie Mae Platinum Trust Agree ment in order t o (a ) make provi sions with re spect to the
Ginnie Mae Platinum Trust Agreement required to acco mmodate the deposit by Depositors of fixed-rate
Ginnie Mae I I Certificates in exchange for Ginnie M ae Platinum Certificates, (b) reflect amendments to
the Ginnie Mae Platinu m Trust Agreement adopted prio r to t he date hereof and (c) make certain other
provisions.
No a mendment to the Ginnie Mae Platinum Tr ust Agree ment effected by this Seventh
Amendment and Restatement (a) will effect a chang e in principal am ount, Interest Rate, Ginnie Mae
Platinum Payment Date, th e Ginnie Mae Platinum Guaranty or other pay ment terms for any outstanding
Series or otherwise adversely affect in any m aterial respect the interests of a ny Holder or im pose any
additional obligation on any party to the Ginnie Mae Platinum Trust Agreement who has not consented to
this Agreement or (b) im pair 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 c ontained herein, t he Adm inistrator and the G innie
Mae Platinum Trust ee h ereby agree that the Ginn ie Mae Plati num Trust A greement is amended and
restated as set forth herein.

1 II

I-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 ove r, deposit with and otherwise convey to the Ginnie
Mae Platinum Trustee, without recours e, in trust, all right, title and interest of the Initial Depositor in and
to the sum of Ten Dollars ($10.00) to h ave and to h old, in tr ust, and the Ginn ie Mae Platin um 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 acco rdance 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 m ore Ginnie Mae Platinum Certifi cates on such Issuance D ate transfers, a ssigns, set s
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 ot her item s included or t o b e 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 underly ing MBS Asset s on a nd after the related Iss uance Date, t o 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 Gin nie Mae Plati num Certificates and for the purposes and subject to the terms and conditions
set forth in this Ginnie Mae Platinu m Trust Agreement. In connection with the issuance of a Series o f
Ginnie Mae Platinum Certificates, the Depositor shall pay the Ginnie Mae Pla tinum Guaranty Fee to the
Administrator. The Ginnie Mae Plati num Guaranty Fee shall be pay able to the Ad ministrator for the
account of Ginnie Mae.
The Administrator, on beh alf of the Ginnie Mae Platinum Trustee and the Ginni e Mae Platin um
Trust, will cause the MBS Asset s 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 fro m the Depositor. The Ginnie Mae Platinum Trust will issue a
separate Series of Ginnie Mae Platinum Certifi cates to the related Depositor, wh ich represents the entire
beneficial ownership interest in a Series Trust Fund , in consideration of the exchange and tra nsfer of the
MBS Asset s. The Ginnie Mae Platinum Trust will al so issue a Ginnie Mae Platinum PO Bond to the
Administrator. The Ginn ie Mae Platinum PO Bond is a non-reco urse debt obli gation of the Series Trust
Fund to which it relates.
Section 1.02.

Sale of MBS Assets.

The deposit of MBS Assets by a Dep ositor to the Ginnie Mae Platinum Tru st 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 conve yance 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 Certific ate transferred to the Ginn ie Mae Platinum Trust wil l be registered in
the nam e of the Depository, or its nominee, for the benefit of the Ginnie Mae Platinu m Trustee. Th e
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 Ginni e Mae Platinum Trustee will reflect that it hold s

2 II

I-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 Adm inistrator, on behalf of the Ginnie
Mae Platinum Trust and the Ginnie Mae Platinum Trus tee, shall deliver to the Depositor (throug h the
facilities of the Depository) the related Series of Ginnie Mae Platinum Certificates after the ex ecution and
delivery of a Deposit Agre ement and the transfer of t he related M BS Assets to the Ginnie Mae Platinu m
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 nam e of the Depository or its nominee and issued thro ugh
the Depository in book-entry form . Ginnie Mae Pla tinum Cer tificates shall be issuable in m inimum
denominations representing initial princ ipal amounts of $1,000 and integral m ultiples of $1 i n excess of
$1,000.
After the initial issuance of a Ginnie Mae Pl
atinum Certificate in Book-Entr y Form , an y
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 phy sical certificate requeste d. Any suc h 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 throug h which the Beneficial Owner holds its Ginnie Mae Platinum Certificate in bookentry form . Certificat ed Ginnie Mae Platinum Cer tificates shall be executed and authenticated by the
Ginnie Mae Platinum Trustee or the A dministrator, as authenticating agent for the Ginnie Mae Platinu m
Trustee, on behalf of the Ginnie Mae Platinum Trust.
At any time, the Holder of a Certifi cated Ginnie Mae Platinu m Security, in ac cordance with the
procedures of the Depositor y, may surrender such Certificated Ginnie Mae Platinum Securit y to the
Administrator and becom e the Beneficial Owner of a Book-Entr y Ginnie Mae Platinum Security of like
tenor and denomination. The Administrator may assess an appropriate service charge for this surrender.
Method and Timing of Distribution. Distributions on the Ginnie Mae Platinum Securities
(c)
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 le ast five Busine ss D ays prior to a R ecord Date, by wire transf er of
immediately available funds on the related and each subsequent Ginnie Mae Pl atinum Payment Date, t o
the account of such Holder, if such Holder hol ds Ginnie Mae Platinum Securities of a Ginnie Mae
Platinum Ser ies in an initial aggregate principal ba lance of at l east $5,000,000. Notwithstanding the
foregoing, the final distribution in retir ement of any Certificat ed Ginnie Mae Platinum Security will be
made only upon presentation and surrender of t
he cer tificate at the corporate trust office of the
Administrator. In the eve nt of a principal or intere st payment error, the Adm inistrator shall, pursuant to
Ginnie Mae’s instructions, effect corrections.
(d)
Execution, Authentication and Deli very of Gi nnie 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 Tru stee, 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 facsi mile signatures of individuals who were at
any tim e authorized officers of the Gi nnie Mae Pla tinum Trustee shall bind t he Ginnie Mae Platinu m
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 su ch Ginnie Mae Platinu m Certificates. No certificat ed Ginnie Mae Platinu m
Certificate shall represent entitlement to any benefit under this Ginnie Mae Platinum Trust Agreement, or
be valid for any purpose, unless there appears on s uch Ginnie Mae Platinum Certifi cate a certific ate of
authentication substantially i n the for m provided for herein, executed by the Ginnie Mae Platinu m
Trustee, or the Ad ministrator, as authenticating agen t for the Ginnie Mae Platin um Trustee, by m anual
signature, and such certif icate of auth entication up on any Ginnie Mae Pl atinum C ertificate shall be
conclusive evidence, and the only ev idence, that such Ginnie Mae Pla tinum Certificate has been duly
authenticated and delivered hereunder. All certificat ed Ginnie Mae Platinu m Certificates shall be dated
the date of their authentication.
Delivery of Book-Entr y Ginnie Mae Platinum Securities occurs when the Registrar registers th e
transferee (as set forth in the related Gi nnie Mae Pla tinum Trust Agreement) as the registered owner o f
such Security.
In addition, upon pa yment of the Ginnie Mae Pl atinum Guaranty Fee as provided herein, the
Ginnie Mae Platinum Tru stee or Ad ministrator sha ll authenticate the certificat ed Ginnie Mae Platinu m
Certificate, which shall bear the following Ginnie Mae Platinum Guaranty:
GUARANTY: THE
GOVERNMENT NATI ONAL M ORTGAGE
ASSOCIATION, PURS UANT TO SECTION 306(
g) OF THE
NATIONAL HOUSIN G ACT, G
UARANTEES THE TIMELY
PAYMENT OF PRINCIPAL AND INTEREST
ON T HIS GINNIE
MAE PLAT INUM CE RTIFICATE IN ACCORDANCE WIT H THE
TERMS AND CONDITI ONS SET FORTH HEREIN AND I N THE
GINNIE M AE PLATINUM TRUST AGREEME NT. THE FULL
FAITH AND CREDIT OF THE UNITED STATE S 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 surren der for regis tration of transfer of an y Ginnie Mae Platinum Certificate held in
certificated form at the of fice of the Adm inistrator 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 transferee s, one or m ore new Ginnie Mae
Platinum Certificates of like tenor and aggregate denomination.
At the option of the Holde rs, Ginnie M ae 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 deno mination, upon surrender of the Ginnie Mae Platinum Certificates to be exchanged a t
the office maintained for such pur pose. Whenever any Ginnie Mae Platinu m Certificates are surrendered
for exchange, the Ad ministrator shall execute, au thenticate an d deliver the Ginnie M ae Platinu m
Certificate that the Holder making the exchange is entitled to re ceive. Every certificated Ginnie Mae
Platinum Certificate pre sented or surre ndered for transfer or exchange shall be duly endorsed (if s o
required by the Adm inistrator) by , or be acco mpanied by a written instrument of transfer in for
m
satisfactory to the Ad ministrator duly executed by, the Holder thereof or its at torney duly authorized in
writing.
The Administrator may assess an appropriate service charge for a ny exchange or transfer of any
certificated Ginnie Mae Platinum C ertificate in certificated form . The Administrator may requir e
payment of a su m sufficient to cover any tax or gove rnmental charge that may be imposed in connection
with any transfer or exchange of any certificated Ginnie Mae Platinum Certifi cate. The Trustee shall
cancel and destroy all c ertificated G innie Mae Pl atinum C ertificates 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 Certificat e is surrendered to the Administrator, or the
Administrator receives evidence to its satisfaction of the destruct ion, loss or theft of any Ginnie Ma e
Platinum Certificate, and (b) there is delivered to the Administrator such security or indem nity 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 Ginni e Mae Platinum Truste e, shall prom ptly execute,
authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Ginni e
Mae Platinum Certificate, a new Ginnie Mae Platinum Certificate of like tenor and Seri es. Upon the
issuance of any new Ginnie Mae Platinum Certific ate under this Section, the Ginnie Mae Platinu
m
Trustee or Ad ministrator may requir e the pa yment of a sum sufficient to cover an y tax or other
governmental charge that may be im posed in relati on thereto and any other expenses (including t he fees
and expenses of the Gi nnie Mae Platinum Trust ee or Ad ministrator and their counsel) connected
therewith. Any duplicate Ginnie Mae Platinum Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership in terest 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 onl y bond in add ition to a Ginnie Mae Platin um
Certificate in connection with the establishment of such Series Trust Fund, which bon d shall be a nonrecourse obligation of suc h Series Trust Fund. T he Ginnie Mae Platinum Trustee shall issue a single
Ginnie Mae Platinum PO Bond in addi tion to t he 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 Seri es Trust Fund shall be issued in the i nitial
principal amount of $5,000. Each Gi nnie Mae Pla tinum PO Bond shall be e ntitled 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 Certifi cate Payment Date but will not be entitled to receive
any pa yment of interest. Each Ginnie Mae Platinum PO Bon d shall be au thenticated in the manner
prescribed for certificated Ginnie Mae Platinum Certificates in Article II hereof.
In the event o f 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 Platinu m PO Bond shall beco me 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 Bon ds constitute debt obli gations
of the Series Trust Funds t o which the y relate, and the Holders and the Benefi cial 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 United States 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 Trus t Fund, the Adm inistrator shall establish and m aintain a m aster
limited-purpose account with the Depositor y, whi ch Depository Account shall be credited with all
distributions on the MBS Asset s included in all appli cable Series Trust Funds. The Trustee shall account
for funds in a nd all deposits to and wit hdrawals from the Boo k-Entry Depository Account o n a trust-b ytrust basis by means of trust specific subaccounts.
Section 3.02.

Certificate and Ginnie Mae Platinum Factors.

With respect to each Gi nnie Mae Platinum Pa yment Dat e, the Ad ministrator shall use its
reasonable best efforts to (a) obtain the Certificat e Factors for the MBS Ass ets 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 al l pay ments on the MBS Asset s. The
amount of such pay ments 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 Depositor y will credit the Depository Account with all am ounts 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 t he am ount pay able on t he related Ginnie Mae Platinum P O Bond), exceed (ii) the am ounts
received on t he MBS Assets allocated to the related Series Trust Fund with respect to the r elated Ginnie
Mae Certificate Pay ment Date (the “Shortfall Amount”). The Adm inistrator shall notify Ginnie Mae of
the Shortfall Amount and the account to which Ginnie Mae should transfer the Shortfall Amount. B y no
later than 8:30 a.m . on t he Ginnie Mae Platinu m Payment Dat e, the Depositor y shall determ ine t he
amount, if any, by which (i) the amounts distributable as principal and interest t o the Book-Entry Ginnie
Mae Platinum Securities on each Ginnie Mae Platinum Payment Date exceeds (ii) the amounts on deposit
in the Depositor y Account as of such d ate (the “B ook-Entry Shortfall Amount”). The Depo sitory shall
notify Ginnie Mae of the Book-Entry Shortfall Amount and t he account to which Ginnie Mae should
transfer the Book-Entry Shortfall Amount.
(b)
Withdrawals from Depositor y Account. On each Ginnie Mae Platinum Pay ment Date,
the Depository shall wire to the Adm inistrator th e excess, if any , of the a mount on de posit in each
Depository A ccount over t he am ounts distributable as principal and interest on the Boo k-Entry Ginnie
Mae Platinum Securities of the related Series.
(c)
Book-Entry Ginnie Mae Platinum Securities. The Ginnie Mae Platinum Trustee hereby
directs the Depositor y to withdraw from each Dep ository Account, as of each Ginnie Mae Platinu m
Payment Date, all amounts distributable as principal and interest on the Book-Entry Ginnie Mae Platinum
Securities of the related S eries. On each Ginnie Mae Platinum Payment Date, the Depository will credit
the accounts of its record owner of such Book-Entr y Ginnie Mae Platinum Securities in accordance with
the standard procedures of the Depository.
Distributions and Payments. On each Ginnie Mae Platinum Payment Date, the
(d)
Administrator shall, with respect to each Series, (i) pay to the Ginnie Mae Pl atinum Trustee the Ginnie
Mae Platinum Trustee Fee provided fo r in Section 5.06 hereof and (ii) distribute all amounts distributable
on the Ginni e Mae Platinum Certificates held in certif icated form or pay able on a Ginnie M ae 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 Platinu m
Certificate and for the preceding month.
Allocations of Distributions. With respect to each Series Trust Fund, the Holders of each
(e)
Ginnie Mae Platinum Cer tificate shall receive distributions of principal and the Holder of ea ch Ginnie
Mae Platinum PO Bond shall receive p ayments of princi pal 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 Platinu m Payment Date shall be applied first to any
interest payable thereon on such Ginnie Mae Platinum Payment Date and then to any principal thereof.
Ginnie Mae Platinum Guaranty. With respect to each Ginnie Mae Platinum Series,
(f)
pursuant to the Ginnie Mae Platinum Guaranty Agreement, Ginnie Mae, in exchange for the Ginnie Mae
Platinum Guaranty Fee, has guarante ed to ea ch Holder of a Ginnie Ma e Platinum Certificate the ti mely
distribution of principal a nd interest on the Holder ’s certificate and to each Holder of a Ginnie Ma e
Platinum PO Bond the ti mely payment of principa l on the Holder’ s bond in accordance with the terms
hereof.
Ginnie Mae Guaranty Payments. If the Administrator or the Ginnie Mae Platinum
(g)
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 m ust be made. In th at event, Ginnie Mae (or its agent) may instruct the
Person designated by the Ginnie Mae Platinum Trust ee and acce ptable to Ginnie Mae as the Person to
hold fun ds o n behalf of t he Ginnie M ae Platinum Trustee (which Person ini tially shall b e BNYM) to
transfer such Shortfall Amount t o the D epository 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 Seri es, the
funds available to be distri buted on the related Ginnie Mae Platinum Certificates and paid o n the related
Ginnie Mae Platinum PO Bond are in sufficient to reduce the principal am ount of such Series to zero,
Ginnie Mae will make a Ginnie Mae Guaranty Payment in the amount of such insufficiency. In the eve nt
that Ginnie Mae makes any Ginnie Mae Guaranty Payment to reduce the principal am ount of any Ginnie
Mae Platinum Series to zero on its Final Pay
ment Da te, such Series shall continue to be treated as
outstanding for all purpos es, and Ginnie Mae shall be deemed to have purchased the related Ginnie Ma e
Platinum Certificates and Ginnie Mae Platinum PO Bond and will be entitled t o all subsequent pay ments
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 St atement in such form as is approved by the Ginnie Mae Platinum
Trustee and Ginnie Mae. Each Pay ment Date Statem ent will specify (i) the T rustee Fee pay able to the
Trustee, (ii) am ounts distributable on su ch Ginnie M ae Platinum Payment Date as principal and interest
on the Book- Entry Securities fro m amounts that will be on deposit in the Depositor y Account and (iii)
Ginnie Mae Platinum Pay ment am ounts distributabl e on such Ginnie Mae Platinum Pay ment 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 assis t the operational
departments of the Gin nie Mae Platinu m Trustee, the Depository, the Adm inistrator and Gi nnie Mae in
complying with the requirem ents of this Article III. Ginnie Mae has reserved the right, consistent with
law, to alter or waive any of the requi rements of the Ginnie Mae Platinum Guide or to i nstitute other
requirements as it deems appropriate. Each of the Ginnie Mae Platinum Tru stee and the Ad ministrator
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 acknowle dges and declares that it hol ds and will hold
the MBS As sets identified on the MBS Schedule for each Ginnie Mae Platinu m Serie s, an d that it has
agreed to hold all docum ents 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 fro m a Depositor in go od faith, for value, an d without notice or knowl edge of an y
adverse clai m, li en, charge, encum brance or securi ty interest (including, without lim itation, 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 Certif icate 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 th e
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 pe rform such duties and o nly such d uties as are
specifically set forth herei n. No provision hereof sh all be construed to relieve the Ginnie Mae Platinu m
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 dutie s and obligations as are specifically set forth herein, and no im plied covenants
or obligations shall be read into this Ginnie Ma e Platinum T rust Agreement against the Ginnie Mae
Platinum Tru stee, the permissible right of the Ginni e Mae Platinum Trustee to do things enumerated in
this Ginnie Mae Platinum Trust Agreem ent shall not be construed as a dut y and, in the a bsence of bad
faith on the part of the Ginnie Mae Platinum Trustee, or manifest error, the Ginn ie Mae Platinum Trustee
may conclusively rely on the truth of the statements and the correctness of the opinions expr essed upon
any certificates or opinions furnished to the Gin
nie Mae Platinum Truste e 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 Truste e, or exercising any trust or power conferred upo n t he 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 liabilit y in the performance of any of its duties hereunder, or in the exercise o f
any of its rights or powers, if there shall be reas onable 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 docum ent prima facie in proper for m and believ ed by it to b e 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 co mplete authorization and protec tion from li ability in respect of any acti on taken or
suffered or omitted by it hereunder in good faith and in accordance with such Opinion of Counsel;
(c)
The Ginnie Mae Platinum Trust ee sh all 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 t o the Ginnie
Mae Platinum Trustee reasonable security or indemnity against the costs, expenses (including the fees and
disbursements of Ginnie Mae Platinum Trust ee’s c ounsel), and liabilities that may be incurred by the
Ginnie Mae Platinum Trustee with respect thereto or ( ii) the need for t he desirability of such institution,
conduct or defense results from the negligence of the Ginnie Mae Platinum Trustee;
(d)
The Ginnie Mae Platinum Trust ee sh all not be personally liable for an y action taken or
suffered or omitted to be taken by it i n 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 investiga tion into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper, co mmunications or docum ent, unless r equested in writing
so to do by Ginnie Mae; provided, howeve r, that t he reasonable expense of s uch investigation shall be
paid by Ginnie Mae, and the Ginnie Mae Platinum Tr ustee may require reasonable indem nity against the
costs, expenses or liabiliti es likely to be incurred by it in the m aking of such investigation as a condition
to proceeding;
(f)
The Ginnie Mae Platinum Trustee may execute any of the trust s or powers hereunder or
perform any duties hereunder either directly or by or through agents or attorneys;
(g)
The Ginnie Mae Platinum Truste e may rely conclusively o n 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 sh all not be obligated to p ost 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
Administrator.

Mae Platinum Trustee Not Liable for

The Ad ministrator is hereb y appointed agent of the Ginnie Mae Platinu m Trust to perfo rm
substantially all of the duti es of the Ginnie Mae Plati num Trustee in connection with the operation of t he
Ginnie Mae Platinum Trust, and the A dministrator shall be the agent of the Ginnie Mae Platinum Trust
and Ginnie Mae as guarantor, and sh all not be de emed to be the agent of the Ginnie Mae Platinu
m
Trustee. T he Ad ministrator, pursuant to this Ginnie Mae
Platinum Trust Agree ment and t he
Administration Agree ment, shall act as authenticating ag ent, collateral agent, certificate r egistrar, tax
matters agent and pa yment agent with respect to the Ginnie Mae Platinum Securities and shall operate as
agent for the Ginnie Mae Platinum Trust in connecti on with the a cceptance of the MBS A ssets and the
creation of th e several Series Trust Funds. The Gin nie Mae Platinum Trustee shall not be l iable for an y
loss, liability or dam age t o any Ginnie Mae Pl atinum Trust attributable to the act s or o missions 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 Truste e makes no represen tations as to the validity or sufficiency of
this Ginnie Mae Platinum Trust Agreement or of any Ginnie Mae Platinum Ce rtificate or Ginnie Mae
Platinum PO Bond (except that this Ginnie Mae Plat inum 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 Platinu m Series shall be dul y and validl y 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 accountabi lity with respect to
the sufficiency or adequac y of the following: (a) the MBS Assets and Ginnie Mae Guar anty to generat e
funds necessary to make required distributions on the Ginnie Mae Platinum Certificates or pay ments on
the Ginnie Mae Platinum PO Bonds or (b) any
offering circular or other securities fil ings or reports
required to be filed by any federal, state or local securities regulatory authority, including but not lim ited
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 P O Bonds, and may transact
banking or trust business with Ginnie Mae, any Depositor, the Depository, any Beneficial Owner or th e
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 Gin nie Mae Platinum Payment Date with respect to each Series Trust Fund, the Ginnie
Mae Platinum Trustee shall be paid com pensation for all services rendered by it in the exec ution of such
Series Trust Fund created b y this Gi nnie Mae Pla tinum Trust Agreement and in the exercise and
performance of an y of its powers and duties under t his Ginnie Mae Platinu m 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 am ount equal to the Ginnie Mae Platinum Trustee Fee for such Series Tr ust Fund for
such Ginnie Mae Platinum Pay ment Date before giving effect to distributi ons 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 Tru st at any time and be discharged fro m 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 trust ee. If no successor truste e
shall have been so appoin ted and have accepted a ppointment within 90 days after the giving of such
notice of resignation, the r esigning Ginnie Mae Pla tinum Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee acceptable to Ginnie Mae.
Ginnie Mae may re move the Ginnie Mae Platinu m Truste e fo r cause at any tim e. Fo r 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 perfor m any of its covenants set
Termination of the Administration Agreement;

(d)
A court or r egulatory aut hority having jurisdiction in the pre mises, including without
limitation the FDIC and any similar state authority, entering a decree or order for relief in respect of the
Ginnie Mae Platinum Tru stee in an involuntar y case under any bankruptc y, i nsolvency, receivership,
conservatorship or other sim ilar law or regulation , state or fe deral, now or hereafter i n effect, or
appointing a receiver, con servator, assi gnee, trustee, custodian, sequestrator or other si milar official for
the Ginnie Mae Platinum Trustee or for all or any subs tantial part of its property, or order the winding up
or liquidation of its affairs; or
(e)
The Ginnie Mae Platinu m Trustee commencing a voluntary case under any applicable
bankruptcy, insolvency, receivership, c onservatorship or other similar la w or regulation, state or feder al,
now or hereafter in effec t, or consenting to or ac quiescing in the entry of an order for relief in a n
involuntary case under an y such law, or consenting to or acquiescing in the appointm ent 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 Platinu m Trustee generally failing to
pay its debts as they become due.
Any resignation or rem oval of the Ginni e Mae Pl atinum Trustee and appointment of a successor
trustee pursuant to any of the provisi ons of this Section shall become eff ective upon acceptance of
appointment by the successor trustee as provided in Section 5.08 hereof but in no event shall beco me
effective until a successor has been appointed and has accepted the duties of the Ginnie Mae Platinu m
Trustee. An y liabilit y of the Ginnie Mae Platinu m Trustee hereu nder arising prior to such term ination
shall survive such termination.
In the event that a Ginnie Mae Platinum Trustee resigns hereunder (other than in connection with
the term ination of the Adm inistration Agreement) , the resigning Ginnie Mae Platinu m Trustee shall
indemnify Ginnie Mae and the Ginnie Mae Platinum Trust for t he amount of any excess f ees, as defined
below; provided, however, that the monthly liability of the resigning Ginnie Mae Platinu m 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 i mmediately preceding such resignation. The resigning Ginnie Mae
Platinum Trustee shall provide such s ecurity fo r s uch indem nity 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 ent itled to recei ve in connection with an y existing Series of Ginnie Mae Platinum Certifi cates
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 success or trustee ap pointed to serve as Ginnie Mae Pl atinum Trust ee of a Ginnie Mae
Platinum Trust as provide d in Section 5.07 hereof shall execute, acknowledge and deliver t o Ginnie Mae
and its predecessor trust ee an instru ment accepting such appoint ment under this Ginnie Mae Platinu m
Trust Agreement, and th ereupon the resignation o r removal of the predecessor trustee shall beco me
effective and such successor trustee, without an y further act, deed or convey ance, shall beco me fully
vested with all the rights , powers, duties and obligations of it s predecesso r under t his Ginnie Mae

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Platinum Trust Agreement, with the same effect as if originally named as trustee therein. The predecessor
trustee sh all i mmediately deliver to t he succ essor trustee all documents a nd state ments 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, d uties and obligations. The predec essor trustee shal l perfor m the duties and
obligations i mposed on it in this Section irrespectiv e of an y stay arising fro m, any inju nction or other
process issu ed pursuant to, and any restriction or limitation imposed by any bankruptcy, insolvenc y,
receivership, conservatorship or other similar la w 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 an y a ction it deems nece ssary or advisable to cause the
performance of such duties and obligations.
No successor trustee shall be eligible f or appoi ntment as provided in this Sect ion unless at the
time of such appointm ent such successor trustee h as been approved by Ginnie Mae in i
ts sole and
absolute discretion.
Section 5.09.

Merger or Consolidation of Ginnie Mae Platinum Trustee.

Any corporation into which a Ginnie Mae Platinu m 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 Plati num Trustee, shall be the succes sor of such Ginnie Mae Platinum Trust ee
hereunder without the execution or filing of any paper or an y further act on the part of an y 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 Platinu m
Trustee creat ed hereby (other than the obligation of the Adm inistrator to m ake certain pay ments to
Holders after the final d istribution or fi nal Ginnie Mae Platinum Payment Date) shall term inate upon the
distribution of all principa l and accrued interest on each outstanding Series of Ginnie Mae Platin um
Certificates and all other am ounts due and owing by the Ginnie Mae Platin um Trustee hereunder;
provided, however, that in no event shall the Ginnie Mae Platinum Trust created hereby continue beyond
the expiration of 21 y ears 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 fro m the Ginnie Mae Platinum Trust and reconvey ed to
the Holders requesting such term ination. Any ter mination of a Series Trust Fund purs uant to this
paragraph may be effected onl y in com pliance with t he provisions of the Gin nie 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 United States feder al income tax purpo ses. In order to m aintain 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 relat ed to audits or any
administrative or judicial proceedings with respect to any Series Trust Fund that invol ves the Internal
Revenue Service or state tax authorities.
(b)
The Adm inistrator shall prepare all of the Unite
d States 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 Tr ust Fund, sha ll perform on behalf of
each Series Trust Fund a ll reporting a nd other tax compliance d uties that are the responsibilit y of each
Series Trust Fund u nder t he Code, related regulatio ns and com pliance guidance i ssued by the Internal
Revenue Service or any state or local taxing authori ty. Am ong its other duties, the Ad ministrator shall
provide the Holders of each Ginnie Mae Platinum Series with such information or reports as are required
by the Code , related reg ulations and co mpliance gui dance issued by the Internal Re venue Service
(including, but not limited to, reporting required tax information to Ginnie Mae for publicatio n on Ginnie
Mae’s website). The expe nses of perfor ming such du ties and providing such inform ation or reports will
be borne by the Administrator.
(d)
The Administrator, the Ginnie Mae Plati num Trustee (to the extent it has been instructed
by the Administrator) and the Holders of a Ginnie Ma e 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 United States federal income tax purposes an d shall assist each other as
necessary to create or maintain such status.
(e)
The Ad ministrator, the Ginnie Mae Platinum Trust ee (if and to the extent it has been
instructed by the Adm inistrator to refrain from taki ng a particular action) and the Holders of a Ginnie
Mae Platinum Series shall not take an y action or cause the related Series Trust Fund t o take any action
that could en danger the st atus of such Series Tr ust Fund as a gr antor trust fo r United States federal
income tax p urposes, unless the Ginnie Mae Platinum Tr ustee and the Ad ministrator have e ach received
an Opinion of Counsel (at the expense of the party seek ing to t ake such action) to the ef fect 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 Ad ministrator, permit) any modification of any material term of the MBS
Assets or the related Ginnie Mae Plati num Se ries ( including, but not lim ited to, the Interest Rate, the
principal balance, the remaining term to maturity , or any other term affectin g the am ount or tim ing 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 term ination of the related
Series Trust Fund or of t he Ginnie Mae Platinu m Trust as described herein, (b ) acquire any additional
assets for a specific Series Trust Fund or (c) cause the Ginnie Mae Platinum Trust or any Series Trus t
Fund to engage in any action not cont emplated by this Ginnie M ae Platinum Trust Agreement, unless it
has received an Opinion of Counsel, which shall
not be at the expense of the Ginnie Mae Platinu m
Trustee, that any such sale, disposition, substitution, acquisition or action will not affect adversely t he
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 C ertificate or Gi nnie Mae Platinum PO Bo nd 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 clai m an accounting, take a ny
action or bring any proceeding in any court for a p artition or winding up of the Ginnie M ae Platinu m
Trust or any Series Trust Fund, nor ot herwise affect the rights, obligations and liabilit ies 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 an y manner otherwise control the ad ministration, operatio n and managem ent 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 any thing herein set fo rth, or contai ned in the term s of the Ginnie Mae
Platinum Certificates or Ginnie Mae Pl atinum PO B onds, be construed so as t o constitute the Holders
from time to time as partners or members of an asso ciation; nor shall a Holder be under any liability to
any t hird pe rson b y reason of an y a ction taken b y 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 pay ment t erms for the Series or oth erwise adver sely affect in any m aterial
respect the interests of any Holder and s hall not impose an additional obligation on any party who has not
consented to such a mendment, or (ii) except as pr ovided in Section 8.0 3(b) b elow, to make any other
changes that Ginnie Mae requests.
(b)
Notwithstanding any othe r provision herein, without the consent of each Holder of a
Ginnie Mae Platinum C ertificate tha t may be adversely affec ted, this Ginnie Mae Pla tinum Trust
Agreement may not be amended to im pair or affect th e 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 o r after the respective due date of such pa yment, or to instit ute 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 Platinu m Truste e, G innie Mae or the Ad ministrator, may dee m and trea t the Holder of the Ginnie
Mae Platinum Certificates or Ginnie Mae Platinum PO Bonds (which, with respect to the Book-Entr y
Ginnie Mae Platinum Securities, will be the Depositor y (or its nominee)), as t he absolute owner of such
Ginnie Mae Platinum Cer tificates or Ginnie Mae Platinum PO Bonds for t he purpose of receiving
distributions of principal or interest on such Ginnie Mae Platinum Certificates or pay ment of principal on
such Ginnie Mae Platinu m PO Bond and for all ot her purposes, and neither the Ginnie Mae Platinu m
Trustee, Ginnie Mae nor the Adm inistrator, nor any agent of the Ginnie Mae Platinum T rustee, Ginnie
Mae or the Administrator, shall be affected by any notice to t he contrar y. All such dis tributions or
payments so made to the Holder or upon such Hold er’s order shall be valid and, to the extent of the su m
or sums so distributed or paid, effectual to satis fy and discharge the dut y fo r monies distributable or
payable by the Ginnie Mae Platinum Trustee upon su ch Ginnie Mae Platinum Certificates or Ginnie Mae
Platinum PO Bonds.
The Holder of a Book-Entry Ginnie Mae Platinu m Security is not the Bene ficial Owner of such
Ginnie Mae Platinum Security. The ri ghts of a Beneficial Owner of a Book-Entr y Ginnie Mae Platinum
Security with respect to the Ginnie Ma e Platinum T rustee, Ginnie Mae and t he Ad ministrator may be
exercised only through the Holder, which is the Depo sitory or its nom inee. The Ginnie Mae Platinu m
Trustee, Gin nie Mae and the Ad ministrator will have no obli gation to a Beneficial Owner of a Book Entry 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 Agr eement 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, re medies, 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 30 9(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 pr ocess issu ed pursuant to, and any restriction or lim itation im posed by any
bankruptcy, insolvency, receivership, c onservatorship or other similar la w or regulation, state or feder al,

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now or hereafter in effect, includin g wi thout lim itation 1 1 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 AGREE MENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCOR DANCE W ITH THE L AWS OF THE UNITED STATES OF AMERICA.
INSOFAR AS THERE M AY BE NO APPLICABLE LAW OF THE UNITED STATES OF AMERICA,
THE INTER NAL L AWS OF T HE S TATE OF N EW YO RK (WITHOUT GIVING RE GARD T O
CONFLICT OF LAWS PRINCIPLES) SHALL BE DEEMED REFLECTIVE OF THE LAWS OF THE
UNITED ST ATES OF AMERICA, INSOFAR AS TO DO S O WOUL D NOT FRUS TRATE THE
PURPOSES OF ANY PROVISION OF THIS GINNIE MAE PLATINUM T RUST AGREEMENT OR
THE TRANSACTIONS GOVERNED THEREBY.
Section 8.08.

Successors.

This Ginnie Mae Platinum Trust Agreement shall be binding up on 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 oth er communication that by any provision of t his Ginnie Mae Platinum
Trust Agreement is required or perm itted to be given or served to or upon any Holder m ay be gi ven or
served in writing by deposit thereof, postage prepaid, in the Unite d 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, d emand or other co mmunication to or u pon a Holder shall be deemed to have
been sufficiently given or made, for all purposes, upon mailing or transmission.
RECEIPT A ND AC CEPTANCE OF A GINNIE MAE PLATINUM CE RTIFICATE OR
GINNIE MA E PLATINU M PO BON D BY OR ON BEHAL F OF A HOLDER, WITHOUT A NY
SIGNATURE OR FURTHER MANIFESTATI
ON OF AS SENT, SHALL CONST ITUTE THE
UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND AL
L OTHERS HAVING A
BENEFICIAL INTERES T IN SUCH GINNIE M AE PLATINUM CERTIFICATE OR GINNIE MAE
PLATINUM PO BOND OF ALL
THE TERM S AND PROVISIONS OF THIS GINNIE M AE
PLATINUM TRUST AGREEMENT.
All dem ands, notices, approvals and communica tions under this Ginnie Mae Platinum Tr ust
Agreement shall be in writing and shall be deemed to have been duly gi ven if personally delivered
(including overnight recei pted delivery by a recognized courier service) to or mailed by registered mail,
postage prepaid, or transmitted by any standard form of written tel ecommunications and confirm ed by a
similar mailed writing, to the address provided in wr iting to the A dministrator. 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: Senior Vice 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:
BNY Mellon, as Ginnie Mae Platinum Trustee
of the Ginnie Mae Platinum Trust
Barclay Street, 8th Floor East
New York, N.Y. 10286
Attention: Ginnie Mae Relationship Services

101

The address of the Administrator shall be as follows:
BNY Mellon, as Administrator
Barclay Street, 8th Floor East
New York, N.Y. 10286
Attention: Ginnie Mae Relationship Services

101

The addresses of all other parties are set forth in the related agreements.
Section 8.11.

Severability of Provisions.

Any part, provision, representati on or warranty of this Ginnie Mae Platinum Trust Agr eement
that is prohibited or that is held to be void or unenforceable sha ll be ineffective to the extent of such
prohibition or unenforceabilit y without invalidating th e remaini ng parts, provisions, representations or
warranties of this Ginnie Mae Platinum Trust Agreement. Any part, provision, representation or warranty
of this Ginnie Mae Platinum Trust Agr eement that is pr ohibited or unenforceable or is held to be void or
unenforceable in any jurisdiction shall, as to such ju risdiction, be ineffecti ve to the ex tent of such
prohibition or unenforceabilit y without invalidating th e remaini ng 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 unenforceab le such provision in any other jurisdiction. To
the extent perm itted by applicable law, the parties to this Ginnie Mae Platinum Trust Agreem ent waiv e
any provision of law that prohibits or renders voi d or unenforceable any provision of this Ginnie Mae
Platinum Trust Agreement.
Section 8.12.

Counterparts.

This Ginnie Mae Platinum Trust Agreem ent may be executed in two or m ore 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 sa me instru ment. This Ginnie Mae Plati num 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 Seventh Amendment and Restate ment of the Gi nnie Mae Platinum Tru st Agreement to be du ly
executed by their respective officers thereunto duly authorized as of the day and year first above written.
THE BANK OF NEW YORK MELLON, as Ginnie Mae Platinum Trustee
B

ts:

THE BANK OF NEW YORK MELLON, as Administrator
B
I

y:
ts:

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 GOVE RNMENT NATIONAL MOR TGAGE ASSOCIATION, P URSUANT TO S ECTION
306(g) OF THE NATIONAL HOUSING ACT, GUARANTEES THE TIMELY PAYMENT OF
PRINCIPAL AND I NTEREST ON THIS GI NNIE M AE PLATIN UM CERT IFICATE IN
ACCORDANCE WITH THE TERM S AND CONDITIONS SET FORTH HEREIN AND IN THE
GINNIE MAE PLATINUM TRUST AGREEMENT. THE F ULL FAITH AND CREDIT OF THE
UNITED S TATES OF AMER ICA IS PLE DGED T O T HE PAYM ENT OF ALL AMOUNT S
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 Certifi cate (this “Certif icate”) ev idences 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 regist ered owner (th e “Ginnie Mae Platinum Holder”) of the Percentage Interest evidenced by this
Certificate (obtained b y divi ding th e denom ination of this Certificate by the aggr egate of the
denominations of all Certificates of this Series) in any monthly distributions allocable to this Ginnie Mae
Platinum Seri es. The Certificates w ere issued by the Ginnie Mae Platinum Trust created pursuant to a
trust agreement, as amended in connection with t he deposit of the MBS Assets underlying this Series (as
amended, the “Ginnie Mae Platinum Trust Ag reement”) am ong The Bank of New York Mellon
(“BNYM”), as Ginnie Mae Platinum
Trustee, BN YM, as Administrator, and the depositors of the
underlying MBS Assets from time to time. To the extent not defined herein, the capitalized term s used
herein have t he meanings assigned to t hem in the Ginnie Mae Pl atinum Trust Agreement in the for m in
effect on the Issuance Date. This Certificate is issu ed under and i s subject to the term s, provisions and
conditions of the Ginnie Mae Platinum Trust Agreemen t, to which the Ginnie Mae Plati num Holder of
this Certifica te, by virtue of the accept ance here of, assents and by which such Ginnie Mae Platinu m
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 w hose na me t his Certific ate is r egistered at the clos e of business on the las t
Business D ay of the m onth immediate ly preceding the m onth of such distribution (the related “Re cord
Date”), in an amount equal to the product of the Percen tage Interest evidenced by this Certificate and the
distributions, if any , allocable to this Ginnie Mae Platinum Series pursuant to the Ginnie Mae Platinu m
Trust Agreement. The “Ginnie Mae Platinum Payment Date” for this Certificate shall be t he day of each
month on which pay ment is to be made by the Deposito ry to t he beneficial owners of the underl ying
Ginnie Mae Certificates that are in Book-Entr y Form, in accordance with the rules and pro cedures of the
Depository a s in effect from ti me to time. Notw ithstanding the foregoing, pa yments on th is certificate
will be made on the Business Day following the Ginnie Mae Platinum
Payment Dat e if held in
certificated form.
This Certificate is limited in right of p ayment to certain collections in respect of the unde rlying
MBS Assets and the Ginnie Mae Platinum Guaranty, all as more specifically set forth in the Ginnie Mae
Platinum Tru st Agreem ent. This Certificate does not represent an obligation of the Ad ministrator, the
Depositor or the Ginnie Mae Platinum Trustee or any of their subsidiaries or affiliates.
Distributions on the Certificates held i n Book-Entr y Form shall be made on each Ginnie Mae
Platinum Payment Date by wire transfer of immediat ely 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 Hold er thereof at its address refl ected 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 Busi ness Day s prio r to the related Record Date, by wire transfer of
immediately available funds on the Business Day fo llowing the related Ginnie Mae Pl atinum P ayment
Date and each subsequent Ginnie Ma e Platinum Pay ment Date to the account of such Holder, if such
Holder holds Certificat es having an initial aggr
egate principal balance of at least $5,000,000.

23 II

I-7-23

Notwithstanding the f oregoing, the fina l distributi on in retirement of any certi ficate will be made onl y
upon presentation and surrender of the certificate at the office of the Administrator.
Subject to the limitations set forth in the Ginnie Mae Platinum Trust Agreement, the Ginnie Mae
Platinum Tru st Agreement may be am ended for an y purpose, wit hout the con sent of any Ginnie Mae
Platinum Holder or Ginnie Mae Pl atinum Holders. However, the Ginnie Mae Platinum Trust Agreement
may n ot be a mended without t he consent of the affected Ginnie Mae Platinum Holders if the effect of
such am endment is to alter the tim ing or am ount of any requ ired distribut ion of princi pal or interest
(including di stributions made pursuant to the Gi nnie Mae Pla tinum Guar anty) to any Ginnie Mae
Platinum Holder, or the ri ght of any Ginnie Mae Plati num Holder to institute suit for the enforcem ent of
any such pa yment. Any such con sent by the Ginnie Ma e Platin um Holder o f this Certifi cate shall be
conclusive and bi nding on such Gin nie Mae Plati num Holder and up on all future ho lders of this
Certificate and of an y Certificate issued upon the transfer hereof or in exchang e 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 issu able in Book-E ntry Form and in
denominations specified in the Ginnie Mae Platinum Trust Agreem ent. As provided i n the Ginnie Mae
Platinum Tru st Agreement and subject to certain lim itations therein set forth (a) Benefici al Owners of
Certificates in Book-Entr y F orm may request Certificat es in certificated form for a fee of $25 ,000 p er
physical certi ficate, (b) H olders of Cer tificates in certificated fo rm may, upon request, surrender their
Certificates and become th e Beneficial Owner of a Certificate in Book-Entr y Form of like tenor and
denomination and (c) all Certificat es a re exchangea ble for new Certificat es o f like tenor of authorized
denominations, as requested by the Hol der surrendering the same. There will be a service ch arge 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 Certificat e relates is the non-recourse o bligor on t he debt
obligation represented by the Ginnie Mae Platinum PO Bond.
The Adm inistrator, Ginnie Mae and the Ginnie
Mae Platinu m Trustee and any agent of the
Administrator, Ginnie Mae or the Ginnie Mae Pl atinum Trustee may treat the Person in whose na me this
Certificate is registered as the owner hereof for all purposes, and neither the A dministrator, Ginnie Mae
nor the Ginnie Mae Platinum Trustee, nor any such agent shall be affected by notice to the contrary.
The obligations creat ed by the Ginnie Ma e Pl atinum Trust Agreem ent and the Ginnie Mae
Platinum Tru st relating to this Ginnie Mae Platinum Series shall term inate u pon the pa yment to Ginnie
Mae Platinum Holders of all am ounts held b y or on behalf of the Ginnie Mae Platinum Trustee an d
required to be paid to them pursuant to the Ginnie Mae Platinum Trust Agreement.
Unless the c ertificate of authentication herein has been execute d by the Ginnie Mae Platinum
Trustee, by manual signature, this Certificate sh all not represent entitlem ent to any benefi t under the
Ginnie Mae Platinum Trust Agreement or be valid for any purpose.

24 II

I-7-24

IN WITNES S WHEREO F, the Ginnie Mae Platinum Trustee ha s caused this Certificat e to be
duly executed under its official seal.
THE

Attest:_____
Dated:

BANK OF NEW YORK MELLON,
as Ginnie Mae Platinum Trustee
:______________________________
AUTHORIZED SIGNATORY
_____________________
AUTHORIZED SIGNATORY
__________________________

25 II

I-7-25

CERTIFICATE OF AUTHENTICATION
This is one of the Series _ ________ Ginnie Mae Pla tinum Certificates referred to in the withinmentioned Ginnie Mae Platinum Trust Agreement.
THE BANK OF NEW YORK MELL ON, as Administra tor on behalf of th e Ginnie Mae Platinum
Trust
By:_______________________________
AUTHORIZED SIGNATORY

26 II

I-7-26

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 beneficia l interest evidenced by the within Certificate a nd hereby a uthorizes the transfer of
registration of such interest to the above nam ed assignee on the Register of the Ginnie Mae Platinu m
Trust.
I (We) further direct the Ginnie Mae Platinum Trustee to iss ue a new C ertificate of lik e
denomination and like tenor, to th e above named assignee and to deliver such Certificate to the following
address:
______________________________________________________________________________

Dated:
Signatur

____
Signature

____

_________________________________
e by or on behalf of assignor

_________________________________
Guaranteed

27 II

I-7-27

DISTRIBUTION INSTRUCTIONS
The assignee should complete the following for purposes of future distributions:
Distributions shall be m ade by wire tr ansfer or otherwise in immediately available funds, if perm itted
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.

28 II

I-7-28

GINNIE MAE PLATINUM CERTIFICATES GUARANTY AGREEMENT
Pursuant to Section 306( g) of the National H ousing 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 Seventh
Amendment and Restatement as of October 1, 2011 of the Ginnie Mae Platinum Trust Agreement, dated
as of October 1, 1994, as it m ay be s upplemented and amended from tim e to tim e (the “Ginnie Mae
Platinum Trust Agree ment” or the “Trust Agree ment”), 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 Mellon as t he Administrator, on behalf of
the Trustee of the Trust established pursuant to the Trust Agreement, to issu e the Ginnie Mae Platinum
Certificates and to authenticate and deli ver certificates representing each Serie s of Ginnie Mae Platinu m
Certificates, with the form of each such certificate to include the following guaranty:
GUARANTY: THE
GOVERNMENT NATI ONAL M ORTGAGE
ASSOCIATION, PURS UANT TO SECTION 306(
g) OF THE
NATIONAL HOUSIN G ACT, G
UARANTEES THE TIMELY
PAYMENT OF PRINCIPAL AND INTEREST
ON T HIS GINNIE
MAE PLAT INUM CE RTIFICATE IN ACCORDANCE WIT H THE
TERMS AND CONDITI ONS SET FORTH HEREIN AND I N THE
GINNIE M AE PLATINUM TRUST AGREEME NT. THE FULL
FAITH AND CREDIT OF THE UNITED STATE S OF AMERICA IS
PLEDGED TO THE PAYMENT OF ALL AMOUNTS THAT MAY BE
REQUIRED TO BE PAID UNDER THIS GUARANTY.
In connection with the is suance of th e Ginnie Ma e Platinu m Certificates from ti me to time,
Ginnie Mae hereby agrees to indem nify and hold har mless the Trustee (incl uding each official, office r,
and control person of the Trustee) from and agains t any and all losses, clai ms, demands, liabilities, or
expenses (including, without lim itation, all attorne ys’ 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 indem nify the Trustee for any default or other failure of the Trustee to perfor m
under the Trust Agreement nor will Ginnie Mae
indemnify the Trustee for acts or o missions of the
Administrator under the Trust Agreement or otherw ise in connection with the Ginnie Mae Platinu m
Certificate Program.
IN WITNESS WHEREOF, Ginnie Ma e has executed and delivered this Guara nty Agreement as
of the date set forth below.
GOVER

NMENT NATIONAL MORTGAGE ASSOCIATION

Dated: [

:_________________________________________________
[
]
[
]
]

III-7-29

Base Offering Circular

Government National Mortgage Association
GINNIE MAE
Guaranteed Ginnie Mae Platinum Certificates
(Issuable in Series)
____________
The Government Nationa l Mortgage Association Guaranteed Ginnie Mae Platinum C ertificates
(the “Ginnie Mae Platinu m Certificat es”), which will be sold from ti me to ti me in one or more series
(each, a “Gin nie Mae Platinum Serie s”), represent undi vided ow nership interests in Series Trust Funds
(each, a “Series Trust Fund”) established from
ti me to time. The Government National Mortgage
Association (“Ginnie Mae ”), a wholly -owned corporate instrumentality of the United States of America
within the D epartment of Housing and Urban Development, guarantees the timely payment of principal
and interest on each Ginnie Mae Plat inum Serie s (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 Pl atinum Series will evidence an interest i n future principal and interest
payments on the MBS Assets in the related Series Tr ust Fund. Each Series Trust Fund will be co mprised
primarily of (i) “fully modified pass-through” mortgage-backed certificates as to which Ginnie Mae h as
guaranteed the tim ely pa yment of prin cipal and int erest pursuant to the Ginnie Mae I progra m or the
Ginnie Mae II Progra m ( each, a “Gin nie Mae M BS Certific ate”) or (ii) pre viously issued Ginnie Ma e
Platinum Certificates. The mortgage loans underlying the MBS Assets (the “Mortgage Loans”) consist of
one- to four-f amily, fixed rate, residential mortgage loans that are insured or guaranteed by the Federa l
Housing Administration (“FHA”), the United States Depa rtment of Veterans Affairs (“VA”) or the Rural
Development, formerly the Rural Housing Service. See “The M BS Assets.” The terms of each Ginnie
Mae Platinum Series and inform ation relating to th e underl ying 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 CE RTIFICATES.
THE GINNIE MAE PLATINUM GUARANTY IS BACKED BY THE FULL FAITH AND CREDIT OF
THE UNITE D STATES OF AMERICA. THE GINNIE MAE PLATINUM SECURITIES ARE
EXEMPT FROM THE REGISTRATION REQUIRE MENTS OF THE SECURITIES ACT OF 1933
AND CONS TITUTE EXEMPTED SECURITIES UNDER T HE SECURITI ES EXCHANGE ACT OF
1934.
____________
The date of this Base Offering Circular is October 1, 2011.

III-8-1

This Base Offering Circular may not be used to consummate sales of Ginnie Mae Platin um
Certificates unless accompanied by the related Offering Circular Supplement.
The Weighted Average Life of each Ginnie Mae Pla tinum Series may be affected by the rate of
payments of principal (inc luding, without limitation, prepayments and payments of certain ot her amounts
resulting from defaults) on the Mortgage Loans bac king 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 o f the Weighted Average Life of a Ginnie Mae Pl atinum 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 Supplem ent relating to a Gi nnie Mae Platin um Series to be offered under
this Offering Circular will, am ong other things, set forth with respect to those Ginnie Mae Platinu m
Certificates, as appropriate: (a) information about th e general characte ristics of the MBS A ssets 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 Balanc e and single y ear designation, if applic able, of that Ginnie Mae
Platinum Series.
This Base Offering Circular, together with the Offering Circular Supplement for each Ginnie Mae
Platinum S eries, constitutes an offer t o sell only that Ginnie Mae Platinu m S eries. No broker, dealer,
salesperson or other perso n 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 Offer ing Circular
Supplement. Investors must not rely upon any ot her such infor mation, statements or r epresentations.
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 Plati num 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 UNITED STATES FEDERAL INCOME TAX CONSEQUENCES ............................................ 10
APPENDIX I — Glossary .......................................................................................................................... 14

(i) II

I-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 A merica stands behind each Ginnie Mae
Platinum Guaranty. Pursuant to t he Seventh Amen dment and Restatement as of October 1 , 2011 of t he
Ginnie Mae Platinum Tru st Agreement, dated as of October 1, 1994, am ong The Bank of New York
Mellon (“BNYM”) succ essor in interest to The Ba nk of New York, as Adm inistrator and as Ginnie Mae
Platinum Trustee, the Initial Depositor and each of
the Depositors, as it m ay 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 Seri es initially will be represented by one or more certificates
registered in the name of the Federal R eserve 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 Regis ter as registered holders of the Ginnie Mae Platinum Certificates (which will
include the Depository’s nominee, MBSCC & Co., and an y registered holders of Certificated Ginnie Mae
Platinum Certificates) as “Holders” of those Ginnie Mae Platinum Certificates.
The Fedwire Book-Entr y System is an electronic facility operated by the U.S . Federal Reserve
Banks for maintaining securities accounts and for effecting transfers. The Fed wire Book-Entry system is
a real-time, delivery-versus-payment, gross settlement system that allows for the si multaneous transfer of
securities against pay ment. The Fedwir e Book-Entr y Sy stem i s u sed to clear, settle and pay not onl y
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 secur ities issued by the Federal National Mortgage Association of the Federal
Home Loan
Mortgage Corporation.
Beneficial ownership of a Book-Entr y Ginnie Mae Platinum Security will be subject to the rules
and procedures governing the Depositor y and its participants as in ef fect from time to tim e. The
Depository will maintain evidence of the interests of its participan ts in any Book-Entr y Ginnie Mae
Platinum Certificates by appropriate en tries in the De pository’s books and rec ords. Onl y 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 boo ks and records
of one or m ore financial interm ediaries, including a Depository participant. A Benefici al Owner of a
Book-Entry Ginnie Mae Platinum Certificate must rely upon these procedures to evidence its beneficial
ownership, and m ay transfer its beneficial owners hip onl y if it complies with the proced ures of the
appropriate financial intermediaries. Correspondin gly, a Beneficial Owner of a Book-Entr y Ginnie Mae
Platinum Certificate m ust depend upon its financial intermediaries (including the Depository , as Holder)
to enforce its rights with respect to a Book-Entr y Ginnie Mae Platinum Certificate. Alternatively , a
Beneficial Owner of a Book-Entry Ginnie Mae Plati num Security may receive, upon (i) compliance with
the procedures of the Depository and its participan ts and (ii) pay ment of a required exchange fee of
$25,000 per ph ysical certificate, one or
more certificated, full y-registered Ginnie Mae Platinu m
Certificates in authorized denominations evidencing that Beneficial Owner’ s interest in the appropriate
Ginnie Mae Platinum Series.

3 II

I-8-3

The Ad ministrator will authenticate the certificat ed Ginnie Mae Platinum Certificates on behalf
of the Ginnie Mae Platinum T rustee. The Ginnie Mae Platinum Certificates will be freely transferable
and exchangeable at the offices of the Administrator in Ne w 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 Ma e Platinum Certificates in m inimum dollar
denominations representing initial principal balances of $1,000 and multiples of $1 in excess of $1,000.
Monthly Payments
Each month, the Ad ministrator shall calculate th e 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 pay able on the underl ying MBS Asset s less (b) am ounts pay able to the Ginnie Mae Platinu m
Trustee pursuant to the Ginnie Mae Platinum Trust Agreement and amounts payable on the related Ginnie
Mae Platinum PO Bond. The Adm inistrator will de termine the am ount of principal expected to be
received on the MBS Ass ets during that month on the basis of Certificate F actors for those Ginnie Mae
Certificates o n the sixth Business Day of the m onth, in the case of Ginnie Mae I C ertificates, and the
seventh Business Day of the month, in the case of Ginnie Mae II Certificates.
The Ginnie Mae Platinum F actor for any Ginnie Mae Platinum S eries is t he factor (ca rried 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 t he Ginnie Mae Platinum Certificates and payments to be
made on the Ginnie Mae Platinum PO Bond on the related Ginnie Mae Platinum Pay ment Date. The
Administrator will cause the Ginnie Mae Platinum Fact ors to be included in the m onthly 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 t he Original Principal Bal ance of that
Ginnie Mae Platinum Series by the difference between its Ginnie Mae Platinum Factors for the preceding
and current m onths. The amount of in terest to be distributable on an y Ginnie Mae Platinum Series on
each Ginnie Mae Platinu m Payment Date will equal 30 day s’ interest at the Interest Rate for that Ginnie
Mae Platinum Seri es on i ts Principal Balance as dete rmined by its Ginnie Mae Platinum Fa ctor for the
preceding month.
The “Ginnie Mae Platinum Payment Date” for the Ginnie Mae Platinum Certificates shall be the
day of each month on wh ich pay ment is to be made by the Dep ository 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 D epository, as in effect fro m ti me to ti me. The “Ginnie Mae Pl atinum P ayment
Date” shall b e with respec t to distributions or payments on a Certificated Ginnie Mae Platinum Security,
the Business Day following the related Ginnie Mae Platinum Payment Date for Book-Entr y Ginnie Mae
Platinum Securities.

4 II

I-8-4

Method of Payments
Distributions of principal and interest on a Ginnie Mae Platinum S eries will be m ade on each
Ginnie Mae Platinum Payment Date (or, with respect to Certificated Ginnie Mae Platinum Securities, the
Business Day following the Ginnie M ae Platinu m Payment D ate) to the Per sons in whose na mes th e
Ginnie Mae Platinum Certificates are registered on the related Record Date.
The Ad ministrator will make distributions of princi pal and interest on any B ook-Entry Gi nnie
Mae Platinu m Security t o the Deposi tory, and Bene ficial Owners will receive distributi ons 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 t he applicable Register on the applicable Record Dat e or (b) upon
receipt by the Ad ministrator of a written request of a Holder ac companied by the appropriate wiring
instructions at least five B usiness Days prior to a Re cord Date, by wire transfer of immediat ely available
funds, on t he Business Day following t he related and each subsequent Ginnie Mae Platinum P ayment
Date, to the account of the Holder thereof, if the Holder holds Ginni e Mae Platinum Certificates of a
Ginnie Mae Platinum
Series in an initial aggregat
e principal am ount of at least $5,000,000.
Notwithstanding the fore going, the fi nal distributi on in retire ment of any Certificated Ginnie Mae
Platinum Cer tificate will be ma de only upon presentation and s urrender of the Ginnie Mae Platin um
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 instrumental ity of
the United States within the Dep artment of Housing and Urban Developm ent. Section 306(g) of Title III
of the National Housing Act of 1934, as a
mended (the “Housing Act”), authorizes Ginnie Mae
to
guarantee the tim ely payment of the principal of, and in terest 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 Ho using Act (each, an “FHA Loan”) or b y t he Rural Housing Serv ice, form erly the Farm ers
Home Administration, under Title V of the Housing Act of 1949 (each, a “RHS Loan
”), or by t he
Department of Veterans Affairs under the Servicemen’s Readjustm ent 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 t he National Housing Act provides that “the full faith and credit of t he United
States is pledged to t he pay ment of all am ounts whic h may be re quired to be paid un der an y g uaranty
under this subsection.” To meet its obligations u nder its guaranties, Ginnie Mae is authorized, under
Section 306( d) of the National Housing Act, to
borrow from the United States Treasur y 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 ac cordance wit h the ter ms of the Ginnie Mae Platin um S eries as specified in the related
Offering Circular Supplement). The Ginnie Mae Platinum Guaranty is backed b y the full faith and credit
of the United States of America. The Ginnie Mae Plati num Guaranty will be set forth on t he Certificated
Ginnie Mae Platinum Securities.

5 II

I-8-5

THE MBS ASSETS
General
Each MBS Asset included in a Series Trust Fund
will be either (i) a “fully -modified passthrough” m ortgage-backed certificate (a “Ginnie M ae MBS Certificate”) issued and s erviced by a
mortgage banking com pany or other financial concer n approved by Ginnie Mae (a “Ginnie Mae Issuer”)
or (ii) a previously issued Ginnie Mae Platinum Certificate (together, with Ginnie Mae MB S Certificates,
“Ginnie Mae Certificates”).
With respect to each Ginnie Mae Platinum Series, a Depositor, pursuant to a D eposit Agreement,
will transfer to the Series Trust Fund t he MBS Assets with underly ing Mortgage Loans that are secured
by first liens on single-family residential properties, including condominiums (“Mortgaged Properties”).
The Depositor will represent and warran t in the De posit Agreement that the inform ation set forth
therein, including the principal balance and Certif icate Rat e for each Ginnie Mae Certifi cate as of the
Issuance Date, is true and correct as of such date.
The Mortgage Loans unde rlying the MBS Asset s wi ll consist of Government Loans secured by
mortgage loans on residential properti es, including level pay ment m ortgage loans and “ buy down”
mortgage loans. All Mortgage Loans underl ying 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 ac cordance with a guaranty agree ment (a “Certificate Guaranty Agree ment”) be tween Ginnie
Mae and the Ginnie Mae I ssuer. Pursu ant to its Ce rtificate Guaranty Agree ment, a Ginnie Mae Is suer
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 Certificat es, even if the pa yments rec eived by the Ginnie Mae Issuer on the
Government Loans underly ing a Ginnie Mae MBS Cer tificate are less than the am ounts due on that
Ginnie Mae MBS Certificate.
Ginnie Mae guarantees the ti mely payment of principal of and interest on each Ginnie Mae
Certificate se curing a Ginnie Mae Plat inum Serie s, a nd this obli gation is backed by t he full faith and
credit of the United States. Each Ginni e Mae Certifi cate 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 Certificat e will receive fixed m onthly pa yments of principal a nd interest equal to the
aggregate amount of the scheduled m onthly pri ncipal and interest pay ments o n the Government Loans
underlying that Ginnie Mae Certifi cate, less in th e case of a Gi nnie Mae MBS Certificate, applicabl e
servicing and guaranty fees totaling between 0.250% and 1.250% per annum of the outstandi ng principal
balance. In addition, pa yments on a Ginnie Mae Certificate will include any prepa yments and other
unscheduled recoveries of principal of the Government Loans underlying that Ginnie Mae Certificate.
In the case o f Ginnie Mae MBS Certi ficates, each Ginnie Mae Issuer will p erform the routine
functions req uired for servicing of Government Loan s for which it is respon sible, includi ng m ortgagor
billings, receipt and posting of pa yments, pa yment of property taxes and hazard insurance prem iums,
remittance, collections and custom er service. Ea ch Ginnie Mae Issuer will be obli gated under its
Certificate Guaranty Agreements with Ginnie Mae to serv ice the pooled Government Loans in
accordance with FHA, RH S and VA re quirements 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 an d pay ments made by borrowers toward
escrows e stablished for taxes and ins urance pre miums; maintenance of ne cessary haza rd insurance

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policies; institution of all actions necessary to forecl ose on, or take other appropriate action with respect
to, loans in default; and collection of insurance and guaranty benefits.
The Depositor y or its nominee, as registered hold er (on behalf of the Ginn ie Mae Platinum
Trustee) of the MBS Ass ets se curing a Ginnie Mae Platinum S eries, 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 e ither the Ginnie Mae I Program or the Ginnie
Mae II Progra m. Ginnie Mae I Certifi cates and Ginnie Mae II Certificat es a re substantially sim ilar,
although certain differences do exist.
Ginnie Mae I Certificates
Under the Ginnie Mae I Program , Ginnie Mae I MB S Certificates are issued a nd marketed by a
single Ginnie Mae Issuer t hat 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 underl ying a particular Ginnie Mae I MBS Certificat e must be o f
the same ty pe (for examp le, all single-family, level- payment m ortgage loans) and have the same fixed
annual interest rate. The per annum pass-through rate on each Gi nnie Mae I MBS Certificate is 50 basi s
points less than the annual interest rate on the m ortgage loans included in t he pool backing the related
Ginnie Mae I MBS Certifi cate. Pay ments of principa l 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 ag gregating packages of
current fixed rate mortgage loans sub mitted by m ore than one Ginnie Mae Issuer for a part icular issu e
date and pass-through rat e. The resulting pool, w hich backs a single issue of Ginnie
Mae II MBS
Certificates, i s marketed a nd adm inistered by each pa rticipating Ginnie Mae I ssuer to the e xtent of the
mortgage loans contribute d b y it to th e pool. Each Ginnie Mae II MBS Certificate issu
ed under a
multiple issuer pool, however, is back ed by a proportionate inte rest in the entire pool (and not j ust th e
mortgage loans contribute d 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. P ayments of principal and intere st 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 en tirely of fixed rate mortgage loans. Fi xed
rate mortgage loans underly ing any particular Ginnie Mae II MBS Certificate must be of th e same ty pe,
but may have annual interest rates that v ary from each other b y up to 1.00% per annum. The per annum
Certificate Rate on each Ginnie Mae II MBS Certificate will be between 0.50% and 1.00% per annum , in
the case of Ginnie Mae II MBS Certificates issued prior to July 1, 2003, and wil l be between 0.25% and
0.75% per annum in the case of Ginnie Mae II MBS Certificates issued on or after July 1, 2003, less than
the highest annual i nterest rate on an y mortgage loan included in the p ool of mortgage loans backing the
Ginnie Mae II MBS Certificate.
The VA Loan Program
The VA is an Executive Branch Depa rtment of the United State s, headed by the Secret ary of
Veterans Affairs. VA currently administers a variety of federal assistance progr ams on behalf of eligible

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veterans and their depende nts and beneficiaries. V A ad ministers a lo an guaranty prog ram pursuant to
which VA guarantees a portion of loans made to eligible veterans.
Under the VA loan guara nty pr ogram, a VA Loan ma y be m ade to an y eligi ble veteran b y an
approved private sector mortgage lender. VA guara ntees payment to the holde r of that loan of a fixed
percentage o f the loan indebtedness, up to a maximum dollar amount, in the event of default by the
veteran borrower. When a delinquenc y is reported to VA and no realistic alternative to foreclosure is
developed b y t he loan h older or thro ugh VA’s su pplemental servicing of t he loan, VA determ ines,
through an econom ic analysis, whether VA will (a) aut horize the holder to convey the property securing
the VA Loan to the Secretary of Veter ans Affairs following ter mination or ( b) pa y the lo an guarant y
amount to the holder. The decision as to disposition of properties securing defaulted VA L oans 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 im provement in housing standards and conditions, to provide an adequate home
financing system by insurance of housing m ortgages and credit and to exert a stabilizing infl uence 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 b y the b orrower. Upon default, the
lender, dep ending on t he
circumstances, may (a) assign the m ortgage to FHA; (b) acquire title (through foreclosure or d eed in lieu
of foreclosure) and convey title to FHA; or (c) wo rk with the b orrower to sell the property before the
foreclosure sale. The lender will recei ve insurance be nefits 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 t he Departm ent of Agricul ture,
authorized to insure loans made by private sector mortgage len ders to low a nd m oderate-income rural
families in an am ount equal to 90 per cent of the loan. Less than 1% of Ginnie Mae Certificates ar e
backed by RD-insured loans.
YIELD, MATURITY AND PREPAYMENT CONSIDERATIONS
General
The prepay ment experience of the Mor tgage Lo ans underl ying the MBS Assets will affect the
Weighted Average Life of and the
yield realized by investors in the related Ginnie
Mae Platinu m
Certificates. Mortgagors may voluntarily prepa y thei r Mortgage Loans in fu ll or i n part at any tim e
without penalty. T he rate of princip al pay ments (includin g, without lim itation, prepa yments and
payments of certain other amounts resulting from defaults) on the Mortgage Loans generally depends on a
variety of econom ic, geographic, social and other fact ors, including prevailing market interest rates and
general econom ic factors. The rate of prepay ments on convent ional m ortgage loans has fluctuated
significantly in recent y ears. There is no assurance, however, that pr epayment patterns for the Mortgage
Loans will conform to patterns for more traditional typ es of conventional fixed-rate mortgage loans. In
general, if pr evailing m ortgage interest rates fall materially below the interest rates on the Mortgage
Loans (giving consideration to the cost of refinanci ng), the rate of prepay ment of the Mortgage Loans
would be expected to increase. Conversely, if m ortgage interest r ates ri se materially above the interest

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rates on the Mortgage Loans, the rate
of prepay ment of the Mortgage Loan s would be expected to
decrease. There can be no assurance, however, that prepay ments will occur in accordance with these
patterns.
If the prepay ment rat e on the Mortgage Loans increases during a period of declining interes t
rates, investors may receive increased principal distributions at a time when those investors are unable to
reinvest at interest r ates as favorable as t he Interest Rates of the ap plicable Ginnie Mae Platin um Series.
If the prepayment rate on the Mortgage Loans decre ases during a period of rising interest rat es, investors
may receive declining principal distributions when
those investors otherwise may have be en 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 Platinu m C ertificates on any Ginnie Mae Plati num
Payment Date will include interest accrued thereon through the last day of the month preceding the month
in which such Ginnie Mae Platinu m P ayment Date o ccurs. The effective y ield to the Holders will b e
lower than the yield otherwise produced by the a pplicable Interest Rate and purchase price becaus e
interest will not be distributed on Book-Entr y Ginnie Mae Plat inum S ecurities until the Ginnie Mae
Platinum Pay ment Date of the month following the month in which such interest ac crues o n the MBS
Assets, and interest will not be distributed on Cer tificated Gin nie Mae Plat inum Securities until the
Business Day after the Ginnie Mae Platinum Payment Date.
Assumability of Government Loans
All Government Loans may be assu med upon the sale of the rel ated mortgaged property, subject
generally to t he purchaser’ s co mpliance with certain then-existing credit requirements and underwriting
guidelines. The Weighted Average Lives of the Gi nnie Mae Platinum Certifi cates may be increased to
the extent that the Mortgage Loans are assu med by purchasers of the Mortgaged Properties in connection
with the sales of such Mortgaged Properties.
THE SERIES TRUST FUNDS
General
The Ginnie Mae Platinu m Certificat es will be issued by a trust (the “Ginnie Mae Pl atinum
Trust”), a li mited purpose trust creat ed to hold MBS Ass ets and issue Ginnie Mae Platinum Certificates
representing beneficial ownership of specified pools of such MBS Asset s (each a “Series Tr ust Fund”).
BNYM has been appoint ed the trustee of the Gin nie Mae Platinum Trust (the “Ginnie Mae Platinum
Trustee”) by the Depositors. Each Ginnie Mae Pla tinum Series will represen t 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 arr anged for the cr eation of the Ginnie Ma e
Platinum Securities. Each of the Ginnie Mae Cer tificates 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 conse nt) may a mend the Ginnie Ma e Platin um Trust Ag reement for any purpose,
without the consent of any Holder. The Ad ministrator and the Ginnie Mae Platinum Trustee may not
amend the Gi nnie Mae Pla tinum Trust Agreement, however, if the effe ct of that a mendment would be to
alter the tim ing or am ount of any requ ired distributi on of princip al or interest (including d istributions

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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.
The Ginnie Mae Platinum PO Bond
The Ginnie Mae Platinum Trustee will issue a single Ginnie Mae Plati num P O Bo nd in
connection with each Series Trust Fund to pay for cer tain expenses and fees in curred in connection with
establishing such Series Trust Fund . T he Ginnie M ae Platinum PO Bond wil l be a no n-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 pa yments of the
principal amount of t he MBS Assets in the related Series Trust Fund but will not receive pay ments 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 Trust ee’s resignation, Ginnie Mae will appoint a successor
Ginnie Mae Platinum Trustee. Ginnie Mae also may re move t he Ginnie M ae Platinu m Trustee and
appoint a successor if the Ginnie Mae Platinum Trustee breaches its obli gations under the Ginnie Mae
Platinum Trust Agree ment, if the Ginnie Mae Platinum Truste e c eases to be eligible to continue as the
Ginnie Mae Platinum Trustee under th e Ginnie Mae Platinum Trust Agreem ent or if the Ginnie Mae
Platinum Tru stee beco mes incapable of acting, or is adjudged a bankrupt
or beco mes insolvent, or a
receiver for the Ginnie M ae Platinu m Trustee or its property is appointed, or any public officer takes
control of the Ginnie Mae Platinum Trustee or its pr operty for the purpose of rehabilitation, conservation
or liqui dation of that pr operty. An y re signation or removal of the Ginnie Mae Platinu m Trustee and
appointment of a successor Ginnie Mae Platinum Trustee will become effective onl y upon the acceptance
of the appointment by a successor Ginnie Mae Platinum Trustee.
The Ginnie Mae Platinu m Trustee wi ll be entitled to receive a fee (the “Gi nnie Mae Platinum
Trustee Fee”), payable monthly, out of interest re ceived on the underly ing MBS Assets, which fee equals
one-twelfth of the prod uct of (a) the In terest Rate of the related Ginnie Mae Platinum C ertificates, (b)
$5,000 and (c) the Ginnie Mae Platinu m Factor as of the i mmediately preceding Ginnie Mae Platinu m
Payment Date. The payment of the Ginnie Mae Pl
atinum Tru stee Fee will not reduce the am ount
distributable to the Holders of the Ginnie Mae Platinum Certificates.
Termination
With respect to each Series Trust Fund, the pool ing arrangement may be term inated at any t ime
prior to t he final maturity date of the related Ginni e Mae Platinum Serie s; provided that the Holders of
each outstanding Ginnie Mae Platinu m 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 Platinu m PO Bond has been retired, and return of the Ginnie
Mae Platinum Certifi cates to Ginnie Mae for cancella tion, the guarant y will be term inated and the MBS
Assets shall be delivered to such Holders.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following discussion is a su mmary of certain anticipated material United States federal
income tax consequences of the purchase, owners hip, and dis position of the Ginnie Mae Platinu m
Certificates. The summar y is based upon laws, regula tions, rulings, and decisions now in effect, all of

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which are subject to change. The
discussion does not purport to address investors in special tax
situations, such as financi al institutions, tax-exem pt organizations, partnerships, insurance co mpanies,
regulated investment companies, d ealers in securities or foreign c urrencies, persons holding Ginnie Mae
Platinum Certificates as a hedge against currenc y risks or as a position
in a straddle, conversion
transaction, or other integrated transaction, or invest ors whose fu nctional currency is not the U.S. dollar.
The discussion addresses solely investors who will pur chase the Ginnie Mae Platinum C ertificates at
original issuance and hold the Ginnie Mae Platinum Certifi cates as “capital assets” (generally, property
held for inve stment) within the meaning of section 1221 of the United States Internal Rev enue Code of
1986, as amended (the “Code”).
Finally, the summary does not purport to add ress 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 dete rmining the state, local,
foreign, and any other tax consequen ces 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 Platinu m Certificates that is
treated as a pass-through entity under the Code will generally receive the same tax treatment, with respect
to the m aterial tax consequences of their indirect ow nership of the Ginnie Mae Platinum Certificates, as
described her ein for direct owners with the same tax status. No netheless, su ch 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 United States federal
tax consequences i s 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 transac tions or mat ters addressed in this Base Offering Circular. Each taxpayer
to which su ch transactions or matters are being promoted, marketed or recommended should seek
advice based on its particular circumstances from an independent tax advisor.
General. The United Sta tes feder al inco me tax a spects of cert ain types of m ortgage-backed
securities, such as the Ginnie Mae Platinum Certificates, are described in Revenue Ruling 70-544, 1970-2
C.B. 6, Revenue Rulin g 7 0-545, 19 70-2 C.B. 7 an d Revenue Ruling 74-169, 19 74-1 C.B . 14 7. A s
described in those rulings, a beneficial owner gene rally will be tr eated as own ing 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 incom e its pro rata share of the gross inco me from such M BS Asset s,
including interest and original issue discount (without reduction for servicing fees, to the extent those fees
represent re asonable co mpensation for service s), if any. The inc ome generall y must be re ported in the
same manner and at the sam e time as it would have been reported had the b eneficial own er 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 r epresent reasonable compensation for services. Neverthele ss, an individual, trust or
estate that h olds a Ginnie Mae Pl atinum Certificate directly or through a pass-through entit y (e.g., a
partnership) m ust treat such fees as miscellaneous itemized deductions, which are deductible only to a
limited exten t in co mputing taxable income and which are not deductible in co mputing alternativ e
minimum taxable income.

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Certain Mortgage Loans underl ying the MBS Asset s may be issu ed with original issue discount
within the meaning of section 12 73(a) of the Code. A beneficial owner generally must include original
issue discount that exceeds a de minimis amount in ordinary income for United States federal incom e tax
purposes as it accrues, in accordance with a
constant y ield method that takes into account the
compounding of i nterest, in advance of the receipt of cash attributable to such inco me. Or iginal issue
discount may arise, for exam ple, as a result of poi nts charged at the time of origination of t he Mortgage
Loan or as a result of an i nitial incentive rate. Inv estors should consult their own tax advis ors regarding
the appropriate method for reporting inco me, original issue discount and expenses with respect to the
Ginnie Mae Platinum Certificates.
If any investors are treat ed as acquiring their Ginnie Mae Platin um Certificates at a disco unt 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 pri ncipally secured by an interest in r eal property ” within the meaning of Code se ction
860G(a)(3)(A). It is also expected th at interest inco me fro m the Ginnie M ae Platinum Certificates
generally will represent “ interest on obligations secured by m ortgages on real property ” within the
meaning of Code section 856(c)(3)(B).
Withholding Tax . Generally, interest, including ori ginal issue discount, received by a for eign
person not engaged in a trade or business within the Unite d States is subject to withholding at a rat e of
30% of t he am ount thereof. The Co de, however, pr ovides an ex ception for i nterest, including origi nal
issue discount, that constit utes “portfoli o interest,” which is exem pt fro m withholdi ng tax. Sub ject to
recent legislation discussed below, inte rest, includi ng original issue discount, paid on the Ginnie Mae
Platinum Certificates g enerally will be treated as portf olio interest and, therefore will not be subject to
withholding tax, provided that the beneficial ow ner properly certifies to the withholdi ng agent the
beneficial owner’s status as a foreign person an
d pro vided that (i) such interest is not effectively
connected with the conduct of a trade or business in the United States of the beneficial ow ner and (ii)
such foreign person is not a “10-pe rcent shareholder” within the meaning of Code section 871(h)(3)(B) or
a controlled foreign corporation described in Code section 881(c)(3)(C).
A beneficial owner of a Ginnie Mae Platinum Certificate that is a foreign person should be aware
of recent legislation and Internal Revenue Serv ice guidance that would impose a 30% United States
withholding tax on certain payments (which could in clude payments in respect of Ginnie Mae Platinu m
Certificates b eginning January 1, 2014, and gross pr oceeds fro m the sale or ot her disposition of Ginnie
Mae Platinum Certificates beginni ng J anuary 1, 2015) made to a non-United States entity that fails to
disclose the identit y of its “United States accounts” or its direct or indirect “substantial United States
owners,” as applicable, o r to certif y t hat is has not such account or owners. Various e xceptions are
provided un der the legislation, i ncluding generall y a n exception for obli gations issued on or pri or to
March 18, 2012, and additional exceptions may be provided in future guidance. Foreign in vestors should
consult their own tax advisors rega rding the potential application and i mpact of this legislation based
upon their particular circumstances.
Disposition o f a Security . Upon the sale of a Ginnie Mae Pla tinum Certificate, the beneficial
owner generally will recognize gain or l oss equal to the difference between the amount realized upon the
sale and the beneficial own er’s adjusted basis in the Ginnie Mae Platinum Certificate. The adjusted basis
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of a Ginnie Mae Platinum Certificate generally will equal the cost of the Ginnie Mae Platin um Certificate
to the beneficial owner, increased by any amounts of original issue discount previousl y 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 Platinu m Certificate previously received by the beneficial owner. Any such
gain or loss generally will be capital g ain or l oss, except (i) as p rovided in Code section 5 82(c) (which
generally applies to banks) or (ii) to the extent any gain represents original issue discount not previousl y
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 FORE GOING REP RESENTS ONLY A SUMMARY OF CERTAIN UNITED ST ATES
FEDERAL INCOME TAX CONSEQUENCES RELATED TO AN INVESTMENT IN A GINNIE MAE
PLATINUM CERTIFICATE.
PROSPECTIVE INVESTORS SHOULD CONS ULT THEIR OWN ADVIS ORS REGARDING
THE TAX TREATMENT OF THE ACQUISIT ION, OWNERSHIP, AND DISPOS ITION OF A
GINNIE MAE PLATINUM CERTIFICATE.

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Appendix I

Ginnie Mae Multiclass Securities Guide
(Part III)
GLOSSARY

(See Section I. below)

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Offering Circular Supplement
(To Base Offering Circular dated October 1, 2011)

Government National Mortgage Association

GINNIE MAE
Guaranteed Ginnie Mae Platinum Certificates
% GINNIE MAE PLATINUM Securities
(Single Family Mortgages)
Guaranteed a s to Principal and Interest by Govern ment 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 lis ted above are offered pursu ant to this Offering
Circular Supplem ent (the “Supplement”) and the Base Off
ering Circular that acco mpanies 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 GOVE RNMENT NATIONAL MORTGA GE ASSOC IATION GUARANTEES THE
TIMELY PAYMENT OF PRINCI PAL AND INTEREST ON THE GINNIE MAE PLATINU M
CERTIFICATES. THE GINNIE MAE PLATINUM GUARANTY IS BACKED BY THE FULL FAITH
AND CRE DIT OF THE UNITED STATES OF AMERICA.
THE GINNIE MAE PLATINUM
SECURITIES ARE EXEMPT FROM THE
REGISTRATION RE QUIREMENTS OF T HE
SECURITIES ACT OF 1933 AND CONSTITUTE EXE
MPTED SECURITIES UNDER THE
SECURITIES EXCHANGE ACT OF 1934.

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AVAILABLE INFORMATION
BNY Mellon will act as Administrator for the Series Trust Fund created in connection with the
issuance of this Ginnie Mae Platinum S eries. Following the issuance of the Ginnie Mae Platinum
Certificates, a Final Data Statement will be prepared setting forth for each Ginnie Mae C ertificate, among
other things, the pool number, the original unpaid principal balance, the unpaid principal balance as of the
Issuance Date, the Is suance Date and the Maturity Date. The contents of the Final Data Statement an d
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 Ad ministrator will calculate the current Ginnie Mae
Platinum Fac tor for this Ginnie Mae Platinum Se ries as descri bed in “Description of the Ginnie Ma e
Platinum Certificates-Monthly Payments” in the B ase Offering Ci rcular. Curre nt Ginnie Mae Platinu m
Factors will be available to investors each month, beginning in the month after the month of issuance.
Ginnie Mae Certificate Information
The issuers o f the underl ying MBS Assets, collectivel y, are the institutions that are identified i n
the records o f Ginnie Mae and the Administrator as issuers of th e within refer red MBS As sets (each, a
“Ginnie Mae Issuer” ). N one of the G innie Mae Is suers is resp onsible for any act or o mission of the
Ginnie Mae Platinum I ssuer or the Administrator in connection with this Ginnie M
ae Platinu m
Certificate. The undivi ded proport ional beneficial interest in the Series Trust Fund consi sting 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 an d perform other functions with respect to the Ginnie
Mae MBS Certificates originated by the respective Ginnie Mae Issuer, none of t he Ginnie Mae Issuers is
responsible for perform ing such functions with resp ect to the other Ginnie Mae MBS Certificates issued
by any other Ginnie Mae Issuers. No joint venture, partnership or ot her assoc iation is intended to be
formed am ong the Ginnie Mae Issuers or any
ot her parties, an d none of th e Ginnie Mae Issuers is
responsible for any acts or omissions of any other Ginnie Mae Issuers.
The pool nu mber of each Ginnie Mae Certificate included in th e 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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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 Pay ment Date of such Series (each, an “Early Termination”) if each Holder
thereof has provided its consent to such term ination; p rovided, ho wever, th at no such termination for a
Series of Ginnie Mae Platinum Certificates will be perm itted if any Certificate of such Serie s is used at
the time of termination to back another Ginnie Mae Platinum Certificate or REMIC Trust.
An Early Term ination may be effected onl y by delivery of written notice (each, a “Notice of
Termination”) to Ginnie Mae, the Ad ministrator and the Trustee by the 25t h day of the m onth 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 an d the receipt of cer tain Securities. Del ivery instructions m ust be
provided for the return of the MBS Assets.
The Notice of Ter mination to the Administrator must be acco mpanied by the withdrawal fe es
shown in the chart below.
MBS Assets Withdrawal Fee
If Withdrawn On:

Withdrawal Fee:

Submission Date (before collateral is
transferred)

$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 de livery of each of the foregoing documents and fee s, the
Trustee will (i) cause the Ginnie Mae Certificates in the Series Trust Fund to be registered , on a pro rat a
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 Plati num P O Bon d; and (iii) term inate the
Series Trust Fund and cancel the related certificates.
At that p oint, the Ginnie Mae Certificates are
eligible for re-pooling into new Ginnie Mae Platinum pools.
Final pay ment of am ounts due Holders of a Series of Ginnie Mae Platinum
made on the Distribution Date occurring in the month of termination.

Certificates will b e

III-10-1

GINNIE MAE MULTICLASS SECURITIES GUIDE
(PART III)
GLOSSARY

Unless other wise indicated, capitalized ter ms us ed throughout Part III of the Ginnie Mae
Multiclass S ecurities Gui de, 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 betwee n Ginnie Ma e and the Administrator relating
to Ginnie Mae Platinum Securities that is a part of the contract between Ginnie Mae and BNY Mellon,
designated as contract number “Ginnie Mae-90-8-1,” including any amendments thereto or any successor
or replacement thereof.
Administrative Fee : The fee pay able to the Administ rator by Ginnie Ma e in exchange for
administering the Ginnie Mae Platinum Trust.
Administrator: BNY Mellon.
Affiliate: With respect to any specified Person, an y other Person controlling or controlled by or
under co mmon control with such speci fied 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 th e ownership of voting secur ities (including, without
limitation, pa rtnership inte rests or interests of me mbers of a limited liabilit y 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.
BNY Mellon or BNYM: The Bank of New York Mellon.
Book-Entry Form : Held through the facilities of the Fe deral 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 ot her than (a) a Saturday o r Sunda y, (b ) a day on which the ba nking
institutions i n 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 Guar anty Fe e
payable in cash and is deter mined by (A) m ultiplying the sum of the rem aining principal balances of the
MBS Asset s to be delivered in exchange for the Ginnie Mae Platinum Certifi cates and the Ginnie Mae

III-11-1

Platinum PO Bond by a percentage th at 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 G innie Mae Platinum Se curity that is not a
Book-Entry Ginnie Mae Platinum Security.
Certificate F actor: With respect to each Ginnie
Mae Certificate underly ing a Ginnie Mae
Platinum Series, the factor provi ded b y the Inf ormation Agent to the Trustee on the Certificate Factor
Date.
Certificate Factor Date : With respect to each Gin nie Mae Plat inum P ayment Date, the sixth
Business Day (for each Ginnie Mae Platinum Certificate ba cked by Ginnie Mae I Certifi cates) or th e
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 pay able on the Gi nnie Mae Certifi cate 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 Subm ission Date an d continuing through the Settlement Date of the rel ated Ginnie
Mae Platinum Securities.
Code: The United States Internal Revenue Code of 1986, as amended.
Confirmation: With resp ect to any prospective iss uance of Gin nie Mae Pl atinum Securities, the
written confirm ation to be sent by the Administrator to the relat ed Depositor upon the Administrator’s
receipt of the related Cash Fee, an executed Deposit Agreement and the MBS Schedule.
CUSIP Number: A unique nine-charac ter designation assigned by the CUSIP Service Burea u to
each Class.
Deposit Agre ement: The Certification of Ginnie Mae Pl atinum Pool and Certificate Deposit
Agreement. An agree ment pursuant to which a De positor deposits Ginnie Mae Certifi cates 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 Se curities, any successor to the Fed eral Reserve Bank of Ne w 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 Depositor y, which account is credited b y 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 Seri es prior to the Final Pay ment Date in accordance
with the related Trust Agreement.

III-11-2

Eligible Account: An account or acco unts maintained with (a) the Trustee in i ts corporate t rust
department acting in its fi duciary 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 depositor y institution or
trust com pany that is the principal subsidiary of a holdi ng com pany, t he l ong-term unsecured deb t
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 Offe ring Circular Supplement, on or before which the final pay ment 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 Certificat e, the Ginnie Ma e
MBS Certific ate Pay ment Date or, for each Ginnie Mae Platinu m Certificate, the Ginnie Mae Platinu m
Payment Date.
Ginnie Mae Issuer: A P erson who has issued a Ginnie Mae M BS Certificate or such Per son’s
successors and assigns.
Ginnie Mae MBS Certifi cate: Any Ginnie Mae I MBS Certificate or Ginnie Mae II
Certificate.

MBS

Ginnie Mae MBS Certificate Payment Date: With respect to a Ginnie Mae MBS Certificate, the
day of each m onth on wh ich pay ment is required to be made to the holder of that Ginnie Mae MB S
Certificate.
Ginnie Mae Multiclass Securities Guide : The Ginnie Mae Multiclass S ecurities Gui de, as
amended from time to time.
Ginnie Mae Multiclass Securities Program: The p rogram established by Ginnie Mae purs uant
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 Ce rtificate: A securit y backed b y a pool of single-family Mortgage Loans
guaranteed by Ginn ie Mae pursuant to the Ginnie
Mae I Prog ram, whether issued in book-entr y or
certificated form.
Ginnie Mae I Program : The pro gram governed b y the prov isions containe d in Ginnie Mae
Handbook 5500.3, as amended.
Ginnie Mae Platinum Certificate : With respect to any Ginnie Mae Pla tinum Seri es, the
certificate iss ued by the Ginnie Mae Platinum Trus t si multaneously with t he 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 Serie s, wi th respect to each
Ginnie Mae Platinum Payment Date, the factor (carri ed to eight de cimal 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 Platinu m Certificate and Ginnie Mae Platinu m PO Bond on that Ginnie Mae Platinum Pay ment
Date.
Ginnie Mae Platinum Guaranty : The guaranty of Ginnie Mae with resp ect to the timely
payment of a ll principal a nd 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 ea ch Ginnie Mae Platinum Series,
the agree ment pursuant to which Ginnie Mae agre es to guarantee tim ely pay ments of principal and
interest on the related Ginnie Mae Platinum
Ce rtificates and Ginnie Mae Platinum PO Bond i n
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 Serie s, the onetime fee pay able by the Depositor in exchange for Ginnie Mae’ s guaranty of a Ginnie Mae Platin um
Certificate and related Gin nie Mae Pl atinum PO Bond. The fee shall consist of (i) the C ash Fee, which
equals (A) the Cash Fee plus (B) for c ertain Ginni e Mae Platinum Seri es identified in the Ginnie Mae
Platinum Guide, and the Non-Cash Fee, which cons ists of $5,00 0 remaining principal balance of MB S
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 pay ment is to be made by the Deposito ry to t he beneficial owners of the underl ying
Ginnie Mae Certificat es t hat are in Book-Entr y Fo rm, in acco rdance with th e established rules and
procedures of the Depository, as in effect from time to time.
Ginnie Mae Platinum PO Bond : With respect to an y Ginnie Mae Platinum Series, the principal
only non-recourse debt obligation of th e Series Trus t Fund, which is issued b y the Ginnie Mae Platinum
Trust simultaneously with the issuance of the related Ginnie Mae Platinum Certificates.
Ginnie Mae Platinum Security: A Ginnie Mae Pla tinum Certificate or a Ginnie Mae Pl atinum
PO Bond.
Ginnie Mae Platinum Series : A series consisting of
Certificates and a Ginnie Mae Platinum PO Bond.

one or m ore Ginnie Mae Platinum

Ginnie Mae Platinum Trust : The trust, form ed pursuant to the Ginnie Mae Platinum T rust
Agreement, that issues Ginnie Mae Platinum Certificates.
Ginnie Mae Platinum Trust Agreement : The Seventh Ame ndment and Restat ement as of
October 1, 2 011 of the Ginnie Mae Platinum Trust Agreement, dated as of October 1, 1994, among the
Administrator, the Ginnie Mae Platinum Trustee, the Initial Dep ositor and each of the Depositors, as i t
may be supplemented and amended from time to time.
Ginnie Mae Platinum Trustee: BNY Mellon, or its successors and assigns, as trustee under the
Ginnie Mae Platinum Trust Agreement.

III-11-4

Ginnie Mae Platinum Trustee Fee: F or each Ginnie Mae Platinum Series, with respect to each
Ginnie Mae Platinum Payment Date, the fee pay able to the Trustee, which fee equals one-twelfth of the
product of (a) the Interest Rate of the related Ginni e Mae Platin um Certificates, (b) $5,00 0 and (c) the
Ginnie Mae Platinum Factor as of the immediately preceding Ginnie Mae Platinum Payment Date.
Ginnie Mae Platinum Upload P age: An interactive hy perlink located on Ginnie Mae’ s website
pursuant to which users may initiate the issuance process and obtain security inform ation regarding
Ginnie Mae Platinum Securities.
Ginnie Mae II Certificate: A Ginnie Mae II M BS Certifi cate or a Ginnie Mae Platin um
Certificate backed by Ginnie Mae II MBS Certificates.
Ginnie Mae II MBS Certificate: A securit y backed by a pool of single-fam ily Mortgage Loans,
and issued pursuant to the Ginnie Mae II Program, whether issued in book-entry or certificated form.
Ginnie Mae II P rogram: The program governed by the provisions contained in Ginnie
Handbook 5500.3, as amended.

Mae

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 boo ks and records of the Registrar as the record
holder of that security.
HUD: The United States Department of Housing and Urban Development.
Information Agent: BNY Mellon.
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 th e
related Offering Circular Supplement.
Internal Revenue Service: The United States Internal Revenue Service.
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 Multi class S ecurities Progra m. The na me a nd address of the current
Legal Advisor is contained in Part I of the Ginnie Mae Multiclass Securities 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 li mit of Ginnie Mae Certifi cates, expressed as a nu mber of Ginnie Ma e
Certificates per $1,000,000 principal balance of MB S Assets, allowed in any pool. Such number being
determined by reference to the Certificate Rate on the MBS Assets as describ ed 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 t he Depositor a nd subm itted to the Adm inistrator on or before the
Submission Date.
Mortgage: A first lien, o ne- 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 m ortgage 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, th e Distri ct of Columbia or any U.S. territor y, commonwealth or
possession, securing or the subject of a Mortgage Loan.
Mortgage Rate: With res pect to an y Mortgage Loan, the per a nnum interest rate on t he related
Mortgage Note.
Mortgagor: The obligor on a Mortgage Note.
Non-Cash F ee: With re spect to any Series, the por tion of the Ginnie Mae Pl atinum Guaranty
Fee consisting of the $5,000 i n MBS Asset s deposited into the Trust by t he 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 Balan ce: With respect to each Ginnie Mae Platinum Ser ies, 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 com pany, joint venture, trust
(including any beneficiary thereof), unincorporated organization or governm ent or agency or political
division thereof.

III-11-6

Pool Type : With respect to an y po ol of Mortgage Loans underl ying an y MB S, 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: United States Department of Agriculture 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 Office r: With respect to the Trustee or Pa ying Agent, an y Senio r Vice President,
any Vice President, any Assist ant Vic e President, any Assistant Treasurer, any Trust Officer, or any
Assistant Secretary in the Corporate Trust Office of the Trustee o r Paying Agent or any other officer o f
the Trustee o r Paying Agent, as applica ble, customarily performing functions similar to those perform ed
by the persons who at the ti me shall be those officer s, and als o to whom , with respect to a particular
corporate trust matter, that matter is referred because of his or her knowledge of and familiari ty with the
particular subject.
Series: A Ginnie Mae Platinum Series.
Series Tru st Fund : A fund consisting of the Ginnie Mae Certifi
Mae Platinum Trust pursuant to the related Deposit Agreement.

cates deposit ed to the Ginnie

Settlement Date: With respect to any Series, the dat e of settlement of the issu ance of the Ginnie
Mae Platinum Securities.
Submission Date : With respect to any Series, the date on w hich the rela ted Deposito r 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 m ortgage loans m ade to veteran borrowers under o ne 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 - January 1 2014 Ginnie Mae Platinum Guide_47269102_2.DOC
Author	13607
File Modified	2013-12-24
File Created	2013-12-18