Download:
pdf |
pdfGINNIE MAE MULTICLASS SECURITIES PROGRAM
Government National Mortgage Association
MULTICLASS SECURITIES GUIDE
Part IV: Ginnie Mae Multifamily Transactions:
Multifamily Transaction Documents
January 1, 2014
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
MULTICLASS SECURITIES GUIDE
(January 1, 2014 Edition)
Page
PART I: GINNIE MAE MULTICLASS SECURITIES TRANSACTIONS:
GUIDELINES AND SELECTED TRANSACTION DOCUMENTS
A.
INTRODUCTION TO THE GINNIE MAE MULTICLASS SECURITIES PROGRAM .......................... I-1
B. TRA
NSACTION GUIDELINES FOR THE GINNIE MAE MULTICLASS SECURITIES PROGRAM
1. Gene
ral Overview .......................................................................................................................... I-2
2. Transaction
3.
Ginnie Mae Multiclass Securities Program Conventions ............................................................... I-4
4.
Ginnie Mae Multiclass Securities Transaction Participants ...........................................................I-5
5. Trust
6.
C.
Information Web-Based Application - e-Access ........................................................I-3
Counsel’s Responsibilities .................................................................................................... I-6
Post-Closing Matters with respect to Ginnie Mae Multiclass Securities Transactions .................. I-7
GINNIE MAE REMIC AND MX TRANSACTION DOCUMENTS
1.
Form of Transaction Initiation Letter (with attached Financial Advisor Checklist for
Sponsor) for REMIC and MX Transactions .................................................................................. I-8
2.
Sponsor Agreement for REMIC and MX Transactions
a.
Form of Sponsor Agreement for REMIC and MX Transactions ..................................... I-9
b.
Standard Sponsor Provisions for REMIC and MX Transactions (including Supplemental
Statement and Sponsor Certification) ............................................................................ I-10
3. Base
Offering Circular for Single Family REMIC and MX Transactions ................................... I-11
4.
Form of Offering Circular Supplement for Single Family REMIC and MX Transactions .......... I-12
5.
Form of Transfer Affidavit for REMIC Transactions .................................................................. I-13
6.
Form of Guaranty Agreement for Single Family REMIC and MX Transactions ........................ I-14
7.
Accountants’ Agreed-Upon Procedures Reports for Single Family REMIC and MX
Transactions
a.
Form of Accountants’ Agreed-Upon Procedures Report for Single Family REMIC and
MX transactions concerning the Offering Circular........................................................ I-15
(i)
b.
8.
E. GLO
Accountants’ Agreed-Upon Procedures Report for Single Family REMIC and MX
Transactions as of Closing Date .................................................................................... I-16
Form of Closing Flow of Funds Instruction Letter for REMIC and MX Transactions ................ I-17
SSARY ................................................................................................................... ............................ I-18
PART II: GINNIE MAE MULTICLASS SECURITIES TRANSACTIONS:
ADDITIONAL SELECTED TRANSACTION DOCUMENTS
A. INTR
ODUCTION ............................................................................................................... ........................ II-1
B.
CLOSING CHECKLIST AND TABLE OF CONTENTS FOR REMIC TRANSACTIONS .................... II-2
C.
TRUST AGREEMENTS FOR REMIC TRANSACTIONS
1.
Form of Trust Agreement for REMIC Trusts (including Form of Waiver Agreement)................ II-3
2. REMIC
3.
Form of MX Trust Agreement ................................................................................................. ..... II-5
4. MX
D.
E.
Standard Trust Provisions............................................................................................ .... II-4
Standard Trust Provisions ...................................................................................................... II-6
TRANSFER OF GINNIE MAE CERTIFICATES AND CREATION OF REMIC SECURITIES
1.
Forms of Trustee’s Receipt and Safekeeping Agreement for REMIC Transactions .....................II-7
2.
Form of Issuance Statement for REMIC and MX Transactions ................................................... II-8
LEGAL OPINIONS for REMIC and MX Transactions
1.
Form of Transaction Opinion of Trust Counsel for REMIC and MX Transactions...................... II-9
2.
Form of Opinion of Sponsor for REMIC and MX Transactions .................................................II-10
3.
Form of Tax Opinions of Trust Counsel for REMIC and MX Transactions
a. Single
b.
Double REMIC: One Residual Security ....................................................................... II-12
c.
Double REMIC: Two Residual Securities .................................................................... II-13
d. MX
F.
REMIC .............................................................................................................. II-11
(Grantor) Trust ...................................................................................................... II-14
4.
Form of Opinion of Trustee’s Counsel for REMIC and MX Transactions ................................. II-15
5.
Opinion of HUD General Counsel ............................................................................................. . II-16
GINNIE MAE REMIC TRUST ADMINISTRATION AND TAX REPORTING ................................... II-17
(ii)
PART III: GINNIE MAE PLATINUM SECURITIES TRANSACTIONS
PART IV: GINNIE MAE MULTIFAMILY TRANSACTIONS:
MULTIFAMILY TRANSACTION DOCUMENTS*
A.
GENERAL OVERVIEW: MULTIFAMILY TRANSACTIONS ............................................................. IV-1
B.
GINNIE MAE MULTIFAMILY TRANSACTION DOCUMENTS ........................................................ IV-2
1.
Form of Offering Circular Supplement for Multifamily Transactions ........................................ IV-3
2.
Multifamily Base Offering Circular ......................................................................................... ... IV-4
3.
Form of Guaranty Agreement for Multifamily Transactions ...................................................... IV-5
4.
Accountants’ Agreed-Upon Procedures Reports for Multifamily Transactions
a.
Form of Accountants’ Agreed-Upon Procedures Report concerning the Offering Circular
for Multifamily Transactions ........................................................................................ IV-6
b.
Agreed-Upon Procedures Report as of Closing Date for Multifamily Transactions .... IV-7
* For multifamily transactions, additional transaction documents found in Parts I and II of the Multiclass
Securities Guide must be delivered, including the Transaction Initiation Letter, Sponsor Agreement, Transfer
Affidavit, Closing Flow of Funds Instruction Letter, Supplemental Statement, if applicable, REMIC Trust
Agreement, MX Trust Agreement, if applicable, Trustee’s Receipt and Safekeeping Agreement and the Issuance
Statement. In addition, opinions of counsel found in Part II of the Multiclass Securities Guide must be delivered,
including the Transaction Opinion, Sponsor Opinion, relevant Tax Opinions, Trustee’s Opinion and Opinion of
HUD General Counsel.
PART V: GINNIE MAE MULTICLASS SECURITIES TRANSACTIONS:
CALLABLE SECURITIES
A.
GENERAL OVERVIEW: CALLABLE TRANSACTIONS .....................................................................V-1
B.
GINNIE MAE CALLABLE TRANSACTION DOCUMENTS
1.
Form of Offering Circular for Callable Securities ........................................................................ V-2
2.
Form of Trust Agreement for Callable Trusts ............................................................................... V-3
3.
Standard Trust Provisions for Callable Trusts ............................................................................. . V-4
4.
Form of Sponsor Agreement for Callable Trusts .......................................................................... V-5
5.
Standard Sponsor Provisions for Callable Trusts .......................................................................... V-6
6.
Form of Ginnie Mae Callable Securities Guaranty Agreement .................................................... V-7
7.
Form of Transaction Initiation Letter for Callable Securities ....................................................... V-8
(iii)
8.
Form of Accountant’s Agreed-Upon Procedures Report Concerning the Offering Circular
for Callable Securities ................................................................................................................... V-9
9.
Forms of Trustee’s Receipt and Safekeeping Agreement for Callable Securities .......................V-10
10.
Form of Issuance Statement for Callable Securities ................................................................... V-11
11.
Form of Transaction Opinion of Trust Counsel for Callable Securities ......................................V-12
12.
Form of Tax Opinion of Trust Counsel for Callable Securities .................................................. V-13
13.
Form of Opinion of Sponsor for Callable Securities ...................................................................V-14
14.
Form of Opinion of Trustee’s Counsel for Callable Securities ................................................... V-15
15.
Form of Accountants’ Agreed-Upon Procedures Report as of the Closing Date for
Callable Securities............................................................................................................ ........... V-16
16.
Form of Closing Flow of Funds Instruction Letter for Callable Securities .................................V-17
17.
Form of Closing Checklist and Table of Contents for Callable Securities ..................................V-18
PART VI: GINNIE MAE MULTICLASS SECURITIES TRANSACTIONS:
STRIPPED MORTGAGE-BACKED SECURITIES (“SMBS”)
A.
GENERAL OVERVIEW: SMBS TRANSACTIONS ............................................................................. VI-1
B.
GINNIE MAE SMBS TRANSACTION DOCUMENTS
1.
Pricing Checklist for SMBS Transactions .................................................................................. VI-2
2.
Standard Sponsor Provisions for SMBS Transactions ................................................................ VI-3
3.
Form of Sponsor Agreement for SMBS Transactions ................................................................ VI-4
4.
Base Offering Circular for SMBS Transactions.......................................................................... VI-5
5.
Form of Offering Circular Supplement for SMBS Transactions ................................................ VI-6
6.
Form of Accountants’ Agreed-Upon Procedures Report concerning the Offering Circular
for SMBS Transactions .........................................................................................................
................... V
I-7
7.
Form of Guaranty Agreement for SMBS Transactions ............................................................... VI-8
8.
Form of Issuance Statement for SMBS Transactions.................................................................. VI-9
9.
Forms of Trustee’s Receipt and Safekeeping Agreement for SMBS Transactions ...................VI-10
10.
Form of Closing Flow of Funds Letter for SMBS Transactions ............................................... VI-11
11.
Form of Trust Agreement for SMBS Transactions ................................................................... VI-12
12.
Standard Trust Provisions for Ginnie Mae SMBS Trusts ......................................................... VI-13
(iv)
13.
Form of Transaction Opinion of Trust Counsel for SMBS Transactions ..................................VI-14
14.
Form of Opinion of Sponsor for SMBS Transactions ............................................................... VI-15
15.
Form of Tax Opinion of Trust Counsel for SMBS Transactions .............................................. VI-16
16.
Form of Opinion of Trustee’s Counsel for SMBS Transactions ............................................... VI-17
17.
Form of Accountants’ Agreed-Upon Procedures Report as of Closing Date for SMBS
Transactions .............................................................................................................................. VI-18
PART VII: GINNIE MAE HREMIC TRANSACTIONS:
HREMIC TRANSACTION DOCUMENTS
A.
GENERAL OVERVIEW: HREMIC TRANSACTIONS ....................................................................... VII-1
B.
GINNIE MAE HREMIC TRANSACTION DOCUMENTS
1.
Form of Offering Circular Supplement for HREMIC Transactions.......................................... VII -2
2.
Accountants’ Agreed-Upon Procedures Reports for HREMIC Transactions
a.
Form of Accountants’ Agreed-Upon Procedures Report concerning the
Offering Circular for HREMIC Transactions ............................................................. VII -3
b.
Agreed-Upon Procedures Report as of Closing Date for HREMIC Transactions ...... VII -4
* For HREMIC transactions, additional transaction documents found in Parts I and II of the Multiclass
Securities Guide must be delivered, including the Transaction Initiation Letter, Sponsor Agreement, Transfer
Affidavit, Closing Flow of Funds Instruction Letter, Sponsor Certification, Supplemental Statement, if applicable,
REMIC Trust Agreement, MX Trust Agreement, if applicable, Trustee’s Receipt and Safekeeping Agreement and
the Issuance Statement. In addition, opinions of counsel found in Part II of the Multiclass Securities Guide must be
delivered, including the Transaction Opinion, Sponsor Opinion, relevant Tax Opinions, Trustee’s Opinion and
Opinion of HUD General Counsel.
(v)
GENERAL OVERVIEW: MULTIFAMILY TRANSACTIONS
The following description is intended to provide Participants with a general overview of
the operation and timing requirements of a typical Ginnie Mae Multiclass Securities offering in
which all of the Trust Assets are either Ginnie Mae Multifamily Certificates or Underlying
Certificates whose Trust Assets are Ginnie Mae Multifamily Certificates. Unless otherwise
indicated, definitions of capitalized terms are found in the glossary to the Ginnie Mae Multiclass
Securities Guide (the “Guide”) currently in effect.
Key Monthly Transaction Dates
Key monthly transaction dates for the Ginnie Mae Multiclass Securities Program (not
including securities issued pursuant to the Ginnie Mae Platinum Guide) are available on Ginnie
Mae’s website at www.ginniemae.gov two months prior to the month in which the transaction
closes. Such dates include the Final Structure Date, the Print Date, the Pool Information Date,
the Pool Wire Date and the Closing Date.
Initiating a Transaction
A Sponsor interested in sponsoring a Ginnie Mae Multiclass Securities offering initially
should contact Ginnie Mae by telephone at the following office:
Ginnie Mae
Senior Vice President
Capital Markets Division
550 12th Street, SW, Third Floor
Washington, DC 20024
Telephone: (202) 475-4926
Facsimile: (202) 485-0220
In the initial telephone inquiry, the potential Sponsor should be prepared to provide
Ginnie Mae with information and to respond to Ginnie Mae’s inquiries regarding the proposed
transaction. Following the initial telephone inquiry with the potential Sponsor, Ginnie Mae may
confer with the Financial Advisor and the Legal Advisor regarding the terms of the proposed
transaction and Ginnie Mae will consider whether the proposed transaction complies with the
provisions of the Guide. If a Sponsor intends to propose a structure for which the Sponsor is
uncertain as to its compliance with the Guide, the Sponsor should inquire with Ginnie Mae at
least one month prior to the Final Structure Date of the month when the Sponsor expects to close
such transaction. Ginnie Mae reserves the right to disapprove a proposed transaction if Ginnie
Mae, in its sole and absolute discretion, considers such proposed transaction to be noncompliant
with the Guide. If Ginnie Mae determines that the proposed transaction complies with the
provisions of the Guide, Ginnie Mae will open and designate a transaction number for the
proposed transaction.
No later than the Final Structure Date, the Financial Advisor will contact the Sponsor
regarding the final deal structure. At a minimum, the potential Sponsor will be expected to
provide the Financial Advisor with the information requested in the Ginnie Mae Financial
Advisor Pricing Checklist for Sponsor (the “Checklist”), a copy of which is attached to the Form
IV-1-1
of Transaction Initiation Letter in the Guide. In particular, the potential Sponsor may be required
to provide the Financial Advisor with (i) the identity of each Ginnie Mae Multifamily Certificate
or Underlying Certificate that the Sponsor proposes to convey to the related trust, (ii) the list of
proposed Participants in the transaction and (iii) with respect to each Ginnie Mae Multifamily
Certificate, the information requested in the Checklist. The Sponsor must either own each
Ginnie Mae Multifamily Certificate or Underlying Certificate that it proposes to convey to the
related trust or have the right to acquire such certificate prior to the Pool Information Date.
The Sponsor is solely responsible for paying (a) the fees and expenses of Trust Counsel
and the Accountants and (b) the costs of composing and printing the Offering Circular
Supplement. Ginnie Mae expects the Sponsor to pay these fees and expenses on or before the
Closing Date unless the Sponsor has made other arrangements satisfactory to the payee.
Transaction Initiation Letter
After Ginnie Mae designates a transaction number for the proposed transaction and the
Financial Advisor sends the Checklist, Ginnie Mae will execute and deliver to the Sponsor a
Transaction Initiation Letter (in the form provided in the Guide). An authorized officer of the
Sponsor will execute the Transaction Initiation Letter and return it to Ginnie Mae within two
business days attaching the following documents: (a) the proposed Securities Structure, (b) a
Trust Asset list that describes the type(s) of Trust Assets to be included in the related Trust and
affirm that any Underlying Certificates included in the Trust will evidence, indirectly or directly,
Ginnie Mae Certificates, (c) in the case of Underlying Certificates evidencing interests in Freddie
Mac or Fannie Mae Certificates, a reference sheet or terms sheet (as applicable) from the related
Underlying Certificate Disclosure Document and (d) a Checklist completed by the Financial
Advisor based on the Sponsor’s responses.
Announcement on e-Access
The Financial Advisor will post an Announcement on e-Access within two Business
Days after the Final Structure Date. As soon as possible thereafter, the Sponsor will provide the
Trust Counsel with the information necessary to create a working group list for the transaction,
and the Trust Counsel will distribute the working group list.
Final Securities Structure
No later than the Final Structure Date for the transaction, the Sponsor will provide a copy
of the Securities Structure (including but not limited to paydown rules, accrual rules, Structuring
Ranges and notional rules), and furnish copies of the Underlying Certificate Disclosure
Documents for any Underlying Certificates (that evidence interests in Freddie Mac or Fannie
Mae Securities) to be included in the Trust, to the Accountants, Trust Counsel, the Financial
Advisor, the Legal Advisor and Ginnie Mae. In addition, the Sponsor will provide the Scheduled
Principal Balances, if any, to the Financial Advisor and the Accountants.
The Sponsor is required to perform calculations that will be included in the Offering
Circular Supplement using the actual Ginnie Mae Multifamily Certificates that the Sponsor
proposes to convey to the related Trust. For any Ginnie Mae Multifamily Certificate to be
conveyed to a Trust, the Sponsor should promptly, but no later than the Final Structure Date,
IV-1-2
deliver to the Accountants the related prospectus, copies of the loan files for the related
Mortgage Loans and any additional information that the Sponsor has with respect to the
characteristics of that Ginnie Mae Multifamily Certificate that are required to be identified in the
Checklist. The Accountants will promptly, but no later than the Final Structure Date, verify the
characteristics of the Ginnie Mae Multifamily Certificates.
As soon as possible, and in any event within two Business Days following the release in
the proposed month of closing of the 7th Business Day tape for Ginnie Mae Multifamily
Certificates, the Sponsor must use such tape to calculate the outstanding principal balances of the
Ginnie Mae Multifamily Certificates proposed to be used as collateral in the transaction. If a 7th
Business Day tape is not available for a Ginnie Mae Multifamily Certificate, the Sponsor is
required to call the related issuer to ascertain the outstanding principal balance. The Sponsor
should also determine the status of each Mortgage Loan underlying a Ginnie Mae Multifamily
Certificate for the month of the proposed closing.
The Sponsor will provide the Accountants with the information regarding the Ginnie Mae
Multifamily Certificates that it obtains from the 7th Business Day tape and the issuers and the
information that it has compiled about the underlying Mortgage Loans. The Accountants will
verify (a) the outstanding principal balance of each Ginnie Mae Multifamily Certificate against
the 7th Business Day tape and any information provided by the issuers and (b) the current status
of the Mortgage Loans.
When the characteristics of the Ginnie Mae Multifamily Certificates have been verified,
the Accountants and the Financial Advisor will recalculate the weighted average life tables, the
decrement tables and the REMIC disclosures by using those verified characteristics to create the
“7th Business Day draft” of the Offering Circular Supplement (described below).
Offering Circular
After the Securities Structure for a transaction is final, an Offering Circular Supplement,
will be drafted by Trust Counsel. The Accountants will supply a first draft of the terms
regarding the Securities Structure to be included in the Terms Sheet, in the offering document
and, if applicable, in the Schedules. The Sponsor will request and obtain CUSIP Numbers issued
by Standard and Poor’s CUSIP Bureau and will forward them electronically to Trust Counsel,
the Financial Advisor and the Legal Advisor. The Sponsor will also prepare and finalize an OID
prices letter, as required by the Sponsor Agreement. Exhibit A details certain information
regarding individual loans or pools to be included in multifamily transactions. The Sponsor will
provide Exhibit A and Updated Exhibits A for any Underlying Certificates, if any, to the
Financial Advisor and the Accountants. The Financial Advisor will submit information to the
printer including the Final Distribution Date, decrement tables, Weighted Average Life tables,
detailed loan or pool information to be included in Exhibit A and in the Updated Exhibits A for
the Underlying Certificates, if any, and yield tables. Trust Counsel will submit to the printer the
tabular information regarding Underlying Certificates to be included as Exhibit B to the Offering
Circular Supplement. Trust Counsel will draft the Offering Circular Supplement unless
otherwise determined by Ginnie Mae in its sole and absolute discretion. Throughout the drafting
process, Trust Counsel will collect comments from the parties and maintain a “master” of the
IV-1-3
Offering Circular Supplement. The Legal Advisor is responsible for implementing any changes
to the Multifamily Base Offering Circular.
On the Pool Information Date, the Sponsor will finalize the pool or pools of Ginnie Mae
Multifamily Certificates to be transferred to the Trust and will provide electronically to the
Trustee and the Accountants a list of the final Ginnie Mae Multifamily Certificates included in
the Trust. No addition of a Ginnie Mae Multifamily Certificate will be permitted after the Final
Structure Date and a previously listed Ginnie Mae Multifamily Certificate may be eliminated
only for the following reasons:
(a)
Full or partial prepayment of a Ginnie Mae Multifamily Certificate; or
(b)
Determination that a Mortgage Loan underlying a Ginnie Mae Multifamily
Certificate is delinquent.
The Accountants will compare the list provided on the Final Structure Date to the list
provided on the Pool Information Date. Unless documentation exists to verify that proposed
changes are attributable to the reasons described above, no change will be permitted that varies
from the list provided by the Sponsor on the Final Structure Date.
In addition, with respect to all proposed transactions, the Sponsor should send the
Accountants, Trust Counsel, the Legal Advisor and the Financial Advisor a copy of their analysis
of the Weighted Average Life calculations of each Class comparing the results obtained using
Ginnie Mae Multifamily Certificate principal balances derived using the 7th Business Day tape
with the results obtained using the Ginnie Mae Multifamily Certificate principal balances derived
using the 15th Business Day tape. The Accountants will analyze the Ginnie Mae Multifamily
Certificates and compare their characteristics to the characteristics described in the Base Offering
Circular and the “7th Business Day draft” of the Offering Circular Supplement, confirming the
attributes listed and recomputing the Sponsor’s Weighted Average Life calculations. Trust
Counsel will advise the printer of any changes that should be made in the description of the
Ginnie Mae Multifamily Certificates that is included in the “7th Business Day draft” of the
Offering Circular Supplement.
Before the final Offering Circular Supplement is printed, the Accountants must provide
an agreed-upon procedures report (in the form provided in the Guide). The Accountants will
circulate drafts of this letter for comment. In addition, Ginnie Mae will receive written advice
from the Financial Advisor.
As a condition to the printing of the Offering Circular Supplement, Ginnie Mae and the
Sponsor will execute a Sponsor Agreement (in the form provided in the Guide), which
incorporates by reference the Standard Sponsor Provisions. The Sponsor Agreement will
designate the Closing Date for the transaction and the conditions to the closing. In the Sponsor
Agreement, the Sponsor agrees, among other things, to establish the related Trust and to transfer
the Ginnie Mae Multifamily Certificates and any Underlying Certificates to the Trust in
consideration of the Ginnie Mae Securities. The Sponsor also agrees to pay the Ginnie Mae
Guaranty Fee and any applicable Ginnie Mae MX Combination Fee on the Closing Date. By
IV-1-4
execution of the Sponsor Agreement, Ginnie Mae agrees to guarantee the Ginnie Mae Securities
issued by the related Trust or Trusts.
Trust Counsel will create and distribute a draft of the Sponsor Agreement several days
before the Offering Circular Supplement is printed. Trust Counsel will collect the Sponsor’s
signature on the Sponsor Agreement and hold that signature in escrow pending the Sponsor’s
final approval of the Offering Circular Supplement. The Legal Advisor will obtain Ginnie Mae’s
signature on the Sponsor Agreement and will hold it in escrow pending receipt of a final
accountants’ agreed upon procedures report concerning the Offering Circular, written advice to
Ginnie Mae from the Financial Advisor and final agreement to the Offering Circular Supplement
by the Legal Advisor, the Financial Advisor, Trust Counsel, the Sponsor and Ginnie Mae. After
these conditions are met and Trust Counsel has submitted the Sponsor’s signature to Ginnie Mae
and the Legal Advisor, the Legal Advisor will send Ginnie Mae’s signature to Trust Counsel.
Trust Counsel may then notify the printer to print the final Offering Circular Supplement.
Once the Offering Circular Supplement is printed, the printer will send electronically the
entire Offering Circular Supplement, to the Information Agent for posting on e-Access.
Additionally, the Financial Advisor will post second announcements on e-Access for deals that
have been modified since originally structured.
Drafting and Review of Closing Documents
As soon as possible after the Print Date, the transaction parties will prepare and distribute
drafts of the following closing documents (the “Closing Documents”) for which they are
responsible, each marked against the forms of such documents in the Guide. All Closing
Documents should be drafted in compliance with the forms of such documents in the Guide. The
Closing Documents should be distributed to the Sponsor, Ginnie Mae, HUD OGC, the applicable
Legal Advisor, Trust Counsel, the Trustee, Trustee’s counsel, the Accountants and the Financial
Advisor for comment.
Trust Counsel will prepare and distribute drafts of the Trust Agreements, the Trustee’s
Receipt and Safekeeping Agreement, the Closing Flow of Funds Instruction Letter, the Issuance
Statement, the form of Security for Certificated Securities, the Transaction Opinion, the REMIC
tax opinion and, if applicable, the MX tax opinion and the Waiver Agreement (for deals
involving Construction Loan Certificates). A Waiver Agreement is executed by the Contracted
Security Purchaser of the Ginnie Mae Construction Loan Certificates, irrevocably waiving the
right of the Contracted Security Purchaser of any such Ginnie Mae Construction Loan Certificate
to withhold its consent to extensions of the applicable Maturity Date of such Ginnie Mae
Construction Loan Certificate, for a period that, in the aggregate, may not exceed the term of the
underlying Mortgage Loan insured by FHA.
Trust Counsel will distribute the Trustee’s Receipt and Safekeeping Agreement, dated as
of the Pool Wire Date, at least one Business Day before the Pool Wire Date. Trust Counsel will
follow-up with all interested parties to assure that the transfer of the Ginnie Mae Multifamily
Certificates and any Underlying Certificates can take place on the Pool Wire Date.
IV-1-5
Trust Counsel will also distribute drafts of the Certificated Securities and the Issuance
Statement no later than the Pool Wire Date. In addition, Trust Counsel will prepare a Transfer
Affidavit (using the form attached as an exhibit to the Standard Trust Provisions) and arrange for
its execution by the initial purchaser of each Residual Security and for delivery of the executed
document no later than pre-closing. The Sponsor, or an affiliate of the Sponsor, must sign a
Transfer Affidavit even though it is permissible to transfer a Residual Security to a third party on
the Closing Date if the third party also signs a Transfer Affidavit.
The Sponsor, or the Trust Counsel on its behalf, will prepare and distribute drafts
of the Sponsor’s opinion, if applicable. Trustee’s counsel will prepare and distribute drafts of
their opinion. The Accountants will prepare and distribute drafts of their closing agreed-upon
procedures report. The Legal Advisor will prepare and distribute a draft of the Guaranty
Agreement to Trust Counsel and Ginnie Mae. The Financial Advisor will prepare and distribute
drafts of its written advice to Ginnie Mae and the Legal Advisor.
Pool Information Date
On the Pool Information Date, the Sponsor will finalize the pool or pools of Trust Assets
to be transferred to the Trust and will provide a list electronically of the final Trust Assets to the
Trustee. In addition, no later than the Pool Information Date, the Sponsor will deliver or cause to
be delivered to the Information Agent, one copy of the Underlying Certificate Disclosure
Document for each Underlying Certificate that evidences an interest in Freddie Mac or Fannie
Mae Securities included in the Trust, if any.
Pool Wire Date
On the Pool Wire Date, the Sponsor will transfer the Ginnie Mae Multifamily Certificates
to the Trustee Limited Purpose Account at the Book-Entry Depository or the Trust Asset
Depository Account, as applicable. Sponsors are reminded to communicate with repo lenders
well in advance of the Pool Wire Date to assure expeditious transfer of the Ginnie Mae
Multifamily Certificates. In connection with this transfer, the Trustee will execute a Trustee’s
Receipt and Safekeeping Agreement prepared and distributed by Trust Counsel, dated as of the
Pool Wire Date. The Trustee will attach to the Trustee’s Receipt and Safekeeping Agreement
the list of Ginnie Mae Multifamily Certificates obtained via e-Access from the Accountants. If
the Trustee discovers any errors on the schedule, the Trustee may correct the errors by hand as
long as the Trustee sends the corrections to the Sponsor, the Accountants and the Financial
Advisor.
The Sponsor will provide registration instructions for the Certificated Securities to Trust
Counsel and the Trustee no later than the Pool Wire Date. Trust Counsel will use these
instructions to create the Securities, and the Trustee will use the instructions for purposes of
making the first distribution.
Pre-closing
Pre-closing will occur on the Business Day before the Closing Date. Ginnie Mae expects
all issues to be resolved and all Closing Documents to be finalized by the close of business on
the day of the pre-closing. All Closing Documents will be executed and delivered to Trust
IV-1-6
Counsel by pre-closing and Trust Counsel will distribute electronic copies of final, fully
executed versions of the Closing Documents and of the Sponsor Agreement to Ginnie Mae and
the Legal Advisor. All opinions are to be dated the Closing Date.
A Supplemental Statement and a letter to Ginnie Mae confirming the related investor’s
decision regarding the affected securities, in substantially the forms attached as Exhibits 3 and 4
to the Standard Sponsor Provisions in the Guide, will be required if the actual characteristics of
the Trust Assets are such that there is a material change in the investment characteristics of any
Class as described in the applicable Offering Circular Supplement or there is a 10% or greater
change in the projected Weighted Average Life (“WAL”) of any Class at the pricing prepayment
speed or for a short-duration bond (a bond with a WAL of two years or less), if there is a
difference of three months or more in the WAL. Trust Counsel is responsible for drafting and
distributing to the transaction parties a Supplemental Statement as soon as possible upon
discovery of the change or variance necessitating the Supplemental Statement. The Financial
Advisor will post the final agreed upon Supplemental Statement on Ginnie Mae’s Internet
website as soon as possible after it is finalized.
The Trustee will follow the Ginnie Mae Multiclass Securities Operational Guidelines, as
amended from time to time, to issue the Book-Entry Securities. The Sponsor and Trustee will
confer and agree on the method of delivery for the Certificated Securities. Trust Counsel will
print each Certificated Security on safety paper.
The Closing Flow of Funds Instruction Letter prepared by Trust Counsel will be signed
by the Sponsor and delivered to the Trustee.
The Legal Advisor will provide the final Guaranty Agreement for Ginnie Mae’s
signature. After receiving advice from the Legal Advisor and Financial Advisor, Ginnie Mae
will execute the Guaranty Agreement and deliver it in escrow to Trust Counsel.
Closing
On the Closing Date, the Sponsor will establish the Trust and transfer the Trust Assets to
the Trust pursuant to the applicable Trust Agreement. The Trustee will submit the Ginnie Mae
Guaranty Fee and any applicable Ginnie Mae MX Combination Fee to Ginnie Mae. To submit
payments directly to Ginnie Mae’s Office of Finance, the Trustee must access the pay.gov
website and follow the online instructions. For additional assistance, please contact Ginnie
Mae’s Treasurer Division by phone at 202-401-2064 x4968/4936 or by fax at 202-485-0222.
Pay.gov allows Trustees to make payments via Automated Clearing House (ACH) or credit card
via the internet. The pay.gov site is available 24 hours a day, 7 days a week (holidays included)
for Trustees to submit payments; however, ACH payment processing follows the Federal
Reserve holiday schedule.
The Trustee will issue the Book-Entry Securities from the Trustee Issuer Account at the
Book-Entry Depository (where the Book-Entry Depository will have posted the Book-Entry
Securities pending settlement) to the Sponsor’s Security Account maintained at the Book-Entry
Depository. In addition, the Trustee will authenticate and deliver all Certificated Securities at the
closing pursuant to instructions provided by the Sponsor.
IV-1-7
All transactions will be deemed to have taken place simultaneously, and no delivery or
payment made at the closing will be considered to have been finally made until all action taken
at the closing is completed.
The Financial Advisor will post the Supplemental Statement, if any, and the REMIC
Relay File.
Post-Closing
Within thirty days of the Closing Date, Trust Counsel will provide a CD with an
electronic copy of each of the Closing Documents to each transaction participant as set forth in
Part I of the Guide. Upon request, Trust Counsel will distribute originals of the Closing
Documents to Ginnie Mae.
Procedures applicable to certain requests for amendment of the Trust Agreement and MX
Trust Agreement, if any, are set out in the Guide in the document entitled “Ginnie Mae
Multiclass Securities Program — Post-Closing Matters with respect to Ginnie Mae Multiclass
Securities Transactions.”
IV-1-8
GINNIE MAE MULTIFAMILY TRANSACTION DOCUMENTS
Most of the forms of transaction documents for Ginnie Mae Multifamily transactions are
found in Part I and Part II of this Guide. Part I of this Guide includes the Glossary, Standard
Sponsor Provisions and the forms of Transaction Initiation Letter, Sponsor Agreement, Transfer
Affidavit and Closing Flow of Funds Letter for REMIC transactions. Part II of this Guide
includes the REMIC Standard Trust Provisions, MX Standard Trust Provisions and the forms of
Closing Checklist, REMIC Trust Agreement, MX Trust Agreement, Trustee’s Receipt and
Safekeeping Agreement, Issuance Statement, Transaction Opinion, Sponsor’s Opinion, Tax
Opinions, Trustee’s Counsel’s Opinion and Opinion of HUD General Counsel for REMIC
transactions. These documents apply to all REMIC transactions, regardless of whether the
transaction is a single family or multifamily transaction.
IV-2-1
FORM OF OFFERING CIRCULAR SUPPLEMENT
FOR MULTIFAMILY TRANSACTIONS
IV-3-0
Offering Circular Supplement
(To Multifamily Base Offering Circular
dated [
], 20[ ]])
$[
]
Government National Mortgage Association
GINNIE MAE®
Guaranteed Multifamily REM IC Pass-Through Securities [and MX Securities]
Ginnie Mae REMIC Trust 20[ ] - [ ]
The Securities
Class of
REMIC Securities
The Trust will issue the Classes of Securities
listed on th e fr ont cover of th is offering
circular supplement.
The Ginnie Mae Guaranty
Ginnie Mae will guaran tee the tim ely
payment of pr incipal and interest on the
securities. The Ginnie Mae Guarant y is
backed b y the full faith and c redit of the
United States of America. Ginnie Mae does
not guarantee the pay
ment of an
y
Prepayment Penalties.
The Trust and its Assets
The Trust will own [(1)] [the Ginnie Mae
Multifamily C ertificates described on
Exhibit A] [and] [(2)] [a] [certain previously
issued multifamily certificate[s]].
Original
Principal
Balance(3)
[Security Group 1]
A....................................... $
B.......................................
IO[(1)]..............................
[Security Group 2]…………..
C........................................
D................................…...
[Security Group
3]3]
E.......................................
Residual
[R][RR]...............................
Interest Principal
Rate
Type(4)
Interest
Type(4)
CUSIP
Number
Final
Distribution
Date(5)
%
[(6)]
0
0.0
NPR
NPR
(1)
(2)
[These Securities may be exchanged for MX Securities described in Schedule I to this Supplement.]
[These securitie s are n ot entitled to distr ibutions of an y Accrual A mounts. See “ Terms S heet — Allocatio n of
Principal” in this Supplement.
(3) Subject to increase as described under “Increase in Size” in this Supplement. [The amount shown for [the] [each]
Notional Class (indicat ed b y “ NTL” under Principal T ype) is its ori ginal Cla ss No tional B alance and does not
represent principal that will be paid.]
(4) As defined under “Class Types” in Appendix I to the Multifamily Base Offering Circular. [The type of Class
with which the Class Notional Balance of [the] [each] Notional Class will be reduced is indicated in
parentheses.] [The Class Notional Balance of [the] [each] [Notional Class] [Class [ ]] will be reduced with the
outstanding [principal] [or] [notional] balance of the [related] Trust Asset [Group][Subgroup].
(5) See “Yield, Maturity and Prepayment Considerations — Final Distribution Date” in this Supplement.
(6) See “Terms Sheet — Interest Rates” in this Supplement.
The secur ities may not be suitable investments for you. You should
risks of investing in them.
consider carefully the
See "Risk Factors" beginning on page S-[ ] which highlights some of these risks.
The Spon sor[,] [and] [the C o-Sponsor] [and t he Co-Manager ] will offer th e sec urities fro m time to time in
], 20[ ] .
negotiated transactions at varying prices. We expect the closing date to be [
You should read the Base O ffering Circular for Guaranteed Multifamily RE MIC Pass-T hrough Securities, Chapter
31 [and C hapter 32] of t he Gi nnie Mae Mort gage-Backed Secu rities Gui de 55 00.3, as amen ded, an d t his
Supplement.
The secu rities are ex empt from reg istration un der th e Sec urities Act of 19 33 an d are “ex empted securities” un der
the Securities Exchange Act of 1934.
[SPONSOR]
[CO-MANAGER]
The date of this Offering Circular Supplement is [
[CO-SPONSOR]
], 20[ ].
IV-3-1
AVAILABLE INFORMATION
You should purchase the secur ities only if you have read and understood the following
documents:
this Offering Circular Supplement (this “Supplement”)[,] [and]
the Base Offering Circular for Guaranteed Multifamily REMIC Pass-Through
Securities dated as of [
] (hereinafter referred to as the “Multifamily Base
Offering Circular”)[,] [and]
Chapter 31 [and Chapter 32] of the Ginnie Mae Mortgage-Backed Securities Guide
5500.3, as amended (the “MBS Guide”)[.] [and]
[in the case of the Group [ ] [and Group [ ]] Securities, the disclosure document[s]
relating to the Underlying Certificate[s] (the “Underlying Certificate Disclosure
Document[s]”).]
The Multif amily Base Off ering Circula r[,] [and] the MBS Guide [ and the Underlying
Certificate Disclosur e Docum ent[s]] are available on Ginnie M
ae’s website located at
http://www.ginniemae.gov.
If you do not have acces s to the internet, call BNY Mellon, which will act as information
agent for the Trust, at (800) 234-GNMA, to order copies of the Multifam ily Base Offering
Circular and the MBS Guide.
In addition, you can obtain copies of the disc losure documents related to the Ginnie Mae
Multifamily Certificates by contacting BNY Mellon at the telephone number listed above.
Please cons ult th e stan dard a bbreviations of Class Types included in the Multif amily
Base Offering Circular as Appendix I and the glossary included in the Multifamily Base Offering
Circular as Appendix II for definitions of capitalized terms.
______________________
TABLE OF CONTENTS
Page Page
Terms Sheet ............................................. S-3
Risk Factors ........................................... S-11
[The Ginnie Mae Multifamily
Certificates] [The Trust Assets] ..... S-18
Ginnie Mae Guaranty............................. S-27
Description of the Securities .................. S-27
Yield, Maturity and Prepayment
Considerations ................................S-34
Certain United States Federal Income
Tax Consequences .......................... S-49
ERISA Matters ....................................... S-51
Legal Investment Considerations ........... S-52
Plan of Distribution ................................ S-52
Increase in Size ...................................... S-52
Legal Matters ......................................... S-53
S-2
[Schedule I: Available Combination[s]S-I-1]
[Schedule II: Scheduled Principal
Balances ........................................S-II-1]
Exhibit A ................................................. A-1
[Exhibit B: Underlying Certificate[s] ......B-1
Exhibit C: Cover Page
[s], Ter ms
Sheet[s][,] [ Schedule I [,] [if
applicable,] [[and] Exhibit [s] A [,]
[if applicab le,]] [[and] Exhibit[s]
B][,]
[if applic able,]] [ and
Supplemental Statem ent[s][, if
applicable,] from Underlying
Certificate Disclosure Document[s] ...C-1
Exhibit D: Updated Exhibit[s] A
D-1]
IV-3-2
TERMS SHEET
This terms sheet contains selected information for quick reference only. You should read
this Supplem ent, particularly “Risk Factors, ” and each of the other docum ents listed under
“Available Information.”
Sponsor: [
]
[Co-Sponsor:
]
[Co-Manager:
]
Trustee: [
]
Tax Administrator: The Trustee
Closing Date: [
], 20[
]
Distribution Date: The 16th day of each m onth or, if the 16th day is not a Busin ess Day, the
first Business Day thereafter, commencing in [
] 20[ ].
[Security Groups: This series of Securities consis
ts o f m ultiple Security Groups (each a
“Group”), as shown on the front cover of this Supplem
ent [and on Schedule I to this
Supplement]. [The Group [ ] Trust Assets consist of [ ] subgroups, Subgroup [ ] and Subgroup
[ ] (each, a “Subgroup”). ] [Except in the case of [MX Class[es] [ ] and [ ]] [[a] certain MX
Class[es] in Groups [ ] and [ ],]] [p][P]ayments on each Group will be based solely on payments
on the Trust Asset Group with the same numerical designation.]
[NOTE TO TRUS T COUNSEL: In the event there are subgroups in your deal, references to
Groups throughout this Supplement may need to be modified to refer to Subgroups.]
Composition of the Trust Assets[*]:
[The Ginnie Mae Multif amily Certif icates will c onsist of :] [For the Group [1] Secur ities, t he
Trust Assets consist of Ginnie Mae Multifamily Certificates which will include:]
[(i)[ ] fixed rate Ginnie Mae Projec t Loan Certificates, which have an agg regate balance of
approximately $[
] as of the Cut-off Date ][and]
[(ii)[ ] fixed rate Ginnie Mae Construction Loan Certificates, which have an aggregate balance
of approximately $[
] as of the Cut-off Date.]
_________________
[* [One] Ginnie Mae Construction Loan Certificate that is scheduled to convert after the date of
this Supplement, but prior to the Closing Date, is included as a Ginnie Mae Project Loan
Certificate throughout this Supplement. See “Characteristics of the Ginnie Mae Multifamily
Certificates and the Related Mortgage Loans” in Exhibit A to this Supplement.]
[For the Group [ ] Sec urities, the Trust Asse ts consis t of [an] Underlying Certificate [s]. The
aggregate [principal] [notional] balance of the [Group] [Subgroup] [ ] Trust Assets is $[
]
[and the aggregate [principal] [notional] balance of the [Group] [Subgroup] [ ] Trust Assets is $[
], in each case ] as of the Cut-off Date. C
ertain information regarding the Underlying
Certificate[s] is set forth in Exhibits B and C to t his Supplement. Certain infor mation regarding
the Ginnie Mae Multifam ily Cer tificates an d the related Mortgage Loans underlying the
Underlying Certificate[s] (the “Group [ ] Underlying Certificate Trust Assets”) is set forth in the
S-3
IV-3-3
[respective] updated Exhibit A for
[each of ] the Underlying Certificate
Exhibit[s] A”) in Exhibit [D] to this Supplement.]
[s] (the “Updated
[NOTE: FOR AN ALL RE REMIC DEAL: Gi nnie Mae Mu ltifamily Cer tificates an d
Mortgage Loans: As used in this Supplem ent, the te rms Ginnie Mae Multifam ily Certificate,
Ginnie Mae Project Loan Certificate, Ginnie M ae Construction Loan Ce rtificate and Mortgage
Loan refer to such certif icates or loans underlyi ng the Underlying Certificates. The Trust does
not directly hold any Ginnie Mae Multifamily Certificates or Mortgage Loans.]
Certain Characteristics of the Ginnie Ma
e Multifamily Certificates and the Related
Mortgage Loans Underlying the [Group [ ]] Trust Assets[(1)]:
[The Ginnie Mae Multifam ily Certificat es and the related Mortgage L oans [underlying the
[Group [ ]] Trust Assets ] will h ave the f ollowing characteristics, aggregated on th e basis of the
applicable FHA insurance program [or Section 538 Guarantee Program]:
FHA
Insurance
Program[/
Section 538
Guarantee
Program]
[Security
Group [ ]]
Principal
Balance
Number
of
Trust
Assets
Percent
of
Total
Balance
Weighted
Average
Mortgage
Interest
Rate
(4)
Weighted
Average
Certificate
Rate
Weighted
Average
Original
Term to
Maturity
(2)[(3)]
(in months)
Weighted
Weighted
Average
Average
Remaining
Period
Term to
from
Maturity[(3)] Issuance(2)
(in months) (in months)
Weighted
Average
Remaining
Lockout
Period
(in months)
Weighted
Average
Total
Remaining
Lockout and
Prepayment
Penalty
Period
(in months)
Total/Weighted
Average
(1) As of [ ], 20[ ] (the “Cut-off Date”)[; includes Ginnie Mae Multifamily Certificates added to pay the Trustee
Fee.] [Does not include Ginnie Mae Multifamily Certificates that will be added to pay the Trustee Fee.] Some
of the columns may not foot due to rounding.
(2) [Based on the issue date of the related Ginnie Mae Multifamily Certificate.]
(3) [Based on the assumption that each Ginnie Mae Construction Loan Certificate will convert to a Ginnie Mae
Project Loan Certificate.]
(4) [For Pool Number [ ], based on the Mortgage Interest Rate in effect on or prior to the date of final endorsement
of the note. See Exhibit A to this Supplement.]
The information contained in this chart has been collected and summarized by the Sponsor [and
the Co-Manager ] based on publicly available informati on, including the disc losure documents
for the Ginnie Mae
Multifamily Certifica tes. See “ [The Ginnie Mae Multifamily
Certificates][The Trust Assets ]—The Mortgage Loans” and Exhibit A to this Supplement. [See
Exhibits B, C and D to this Supplement for certain information regarding the characteristics of
the Mortgage Loans underlying the Underlying Trust[s] in Security Group [ ]].]
[NOTE: FOR AN ALL REREMIC DEAL: Certain information regarding the c haracteristics
of the Ginn ie M ae Mu ltifamily Ce rtificates an d the re lated Mortg age Loans und erlying th e
Underlying Certificates is provided in Exhibits A, B and C to the Supplement.]
Lockout Periods and Prepayment Penalties : [For Security Group [ ] ,] [Certain of the ] [The]
Mortgage Loans prohibit voluntary prepayments during specified lockout periods with remaining
terms that range from [ ] to [ ] months. The [Group [ ]] Mortgage Loans have a weighted
S-4
IV-3-4
average rem aining lock out period of approximately [
] months. [For Security Group [ ] ,
[certain of] the Mortgage Loans prohibit voluntary pr epayments during specified lockout periods
with remaining terms that range from [ ] to [ ] months. See the Updated Exhibit [s] A in Exhibit
[D] for additional inform ation with respect to re maining lockout periods of the Mortgage Loans
underlying the Group [ ] Underlying Certificate Trust Assets. ] [Certain of the Mortgage Loans
[in Secu rity Group [s] [ ] and [ ]] are insured under FHA insura nce program Section 223(f),
which, with respect to certain mortgage loans insured thereunde r, prohibits prepaym ents for a
period of five (5) years from the date of e ndorsement, regardless of any applicable lockout
periods asso ciated with such m ortgage loans. ] [Certain of ] [the] Mortgage Loans provide for
payment of Prepaym ent Penalties during specifie d periods beginning on th e applicable lockout
period end date [or, if no lockout period applie
s, the applicable Issue Date ]. I n s ome
circumstances FHA m ay perm it an FHA-insured Mortgage Loan to be refinanced or prepaid
without regard to any lockout [, statutory prepaym ent prohibition ] or Prepaym ent Penalty
provisions. See “ [The Ginnie Mae Multif amily Cer tificates][The Trust Assets ] — Ce rtain
Additional Characteristics of the Mortgage Loans” and “Characteristics of the Ginnie Mae
Multifamily Certificates and the Related Mo rtgage Loans” [, in the case of the Group
[ ]
Securities,] [in Exhibit A to this Su pplement] [and, in the case of the Group [ ] Securities,] [in
the Updated Exhibits A in Exhibit [D] to this Supplement]. Prepayment Penalties received by the
Trust will be allocated as described in this Supplement.
Issuance of Securities: The Securities, other than the Residual Securities, will initially be issued
in book-entry form through the book-entry system of the U.S. Federal Reserve Banks (the
“Fedwire Book-Entry System ”). The Residual Secu rities will be issu ed in fully regis tered,
certificated form. See “Description of the Securities — Form of Securities” in this Supplement.
[Modification and Exchange : If you own e xchangeable S ecurities, you will be able, upon
notice and paym ent of an exchange fee, to exch ange them for a proportionate interest in the
related Securities shown on Sche dule I to this S upplement. [Under certain circum stances, [an
MX Class that is a W eighted Average Coupon Class ] [[Each of] Class[es] [ ] [ and [ ]] will be
subject to m andatory exchange , with no exchange fee, for its re lated REMIC Securities. ] See
“Description of the Securities — Modification and Exchange” in this Supplement.]
[Increased Minimum Denomination Class[es ]: [None] [Each Class that constitutes a [n]
[Principal Only ][,] [Interest Only ] [or] [[Interest Only ] Inverse Floating Rate ] Class ] [ and
Class[es] [NOTE TO TRUS T COUNSEL: INSE RT MX CLASSES S UBJECT TO
FORCED EXCHANGE] [and [ ]]]. See “Description of the Securities—Form of Securities” in
this Supplement.]
Interest Ra tes: [The I nterest Ra te[s] [for the Fixed Rate Class [es]] [for Cl ass [ ]] [is] [are]
shown on the front cover of this Supplement [or on Schedule I to this Supplement].]
[The Variable Rate Class[es] will bear interest at per annum rates specified on the fr ont cover of
[or described in] this Supplement.]
[The [Floating Rate] [and] [Inverse Floating Rate] Class[es] will bear interest at per annum rates
based on [one-month LIBOR] (hereinafter referred to as “LIBOR”) as follows:
Class
S-5
Interest Rate
Formula[(1)]
Initial
Interest
Rate([2])
Minimum
Rate
Maximum
Rate
Delay
(in days)
LIBOR
for Minimum
Interest Rate
IV-3-5
(1) [LIBOR will be established on the basis of the [BBA LIBOR] [LIBO] method, as described under “Description
of th e Secu rities—Interest Distribu tions—[Floating R ate] [and] [Inverse Fl oating Rate ] Class [es]” in th is
Supplement.]
(2) [The i nitial In terest Rate will b e in effect d uring th e [first Accru al Period ]; th e In terest Rate will ad just
[monthly] thereafter.]
[The Weighted Average Coupon Class [es] [other than Class [es] [ ] [and [ ]]] will bear inte rest
during each Accrual Period at [a] per annum Interest Rate [s] based on [, in the case of Group [
]],[[either] the W eighted Average Certificate Rate of the [Group [ ]] Ginnie Ma e Multif amily
Certificates (“[Group [ ]] WACR”)] [or,] [in the case of Group [ ],] [the weighted average of the
interest rates of the Underly ing Certificates [for Group [ ]], weighted based on the outstanding
[notional] [principal] balance of [each] [the] Underlying Certificate [for Group [ ]] for the related
Distribution Date (before givi ng effect to any paym ents on such Distribution Date) ( [Group [ ]]
WACR”)] [or, in the case of Group [ ], the interest rate payable on the Group [ ] Underlying
Certificate[s] (the “Group [ ] WACR”)] as follows:
[Class [ ] will bear interest during each Accrual Period at a per annum rate equal to [the lesser
of WACR and [ ]%] [[Group [ ]] WACR].]
[Class [ ] will bear interest during each Accrual Period at a per annum rate equal to the lesser of
[ ]% and [Group] [ ] WACR.]
[Class [ ] will bear interest during each Accrual Period at a per annum rate equal to [Subgroup [
]] [Group [ ]] WACR less [ ]%.]
Class [IO] will bear interest during each Accrual Period at a per annum rate equal to [the product
of (i) [ ]% and (i i)] [Group [ ]] WACR less th e [weighted average of the app licable] Interest
Rate[s] for Class[es] [ ][ , [ ] and [ ]] for that Accrual Period, weighted based on the Class
Principal Balance of [each] such Class for the related Distribution Date (before giving effect to
any payments on such Distribution Date).
[[Each of ] Class [es] [ ] [and [ ]] is a W eighted Average Coupon Cl ass that will bear interest
during each Accrual Period at an equ ivalent annualized rate derived by ag gregating the accrued
interest on its r elated REMIC [and MX ] Classes for th at Accrua l Period expressed as a
percentage of its outstanding [principal] [or] [notional] balance[, as applicable,] for that Accrual
Period[, subject to certain lim itations as set forth under “Descrip tion of the Securities —
Modification and Exchange” in this Supplement].]
[[Each of ] Class [es] [ ] [and [ ]] is a W eighted Average Coupon Cl ass that will bear interest
during each Accrual Period at an equ ivalent annualized rate derived by ag gregating the accrued
interest on its related Com ponents for that A ccrual Period expressed as a percentage of its
outstanding principal balance for that Accrual Period.]
[The Weighted Average Coupon] Classes [[ ] and [ ]] will bear interest during the initial Accrual
Period at the following approximate Interest Rates:
Class
[ ] ........................................................................
S-6
Approximate
Initial Interest Rate
%
IV-3-6
[ ] ........................................................................
]
[Allocation of Principal : On each Distribu tion Date, a percen tage of the Principal Distribu tion
Amount will be applied to the Tru stee Fee, an d the rem ainder of the Princip al Distribu tion
Amount (the “Adjusted Principal Distribution Am ount”) and the [[ ] and [ ]] Accrual
Amount[s] will be allocated in the following order of priority:]
[Allocation of Principal: On each Distribution Date, the following distributions will be made to
the related Securities:
[SECURITY GROUP 1
[The Group 1 Principal Distribution Am ount] [ A percentage of the Group 1 Principal
Distribution Am ount will be app lied to the Tr ustee Fee, and the rem ainder of the Group 1
Principal Distribution Amount [(the “Group 1 Adjusted Prin cipal Distribution Am ount”)]] [and
the [ ] Accrual Amount] will be allocated as follows:
[NOTE TO TRUST COUNSEL: When describing a “sequentia l” paydown rule, use language
similar to the f ollowing: “Sequ entially, to A and B, in that o rder . . .” W hen describ ing a
“concurrent” paydown rule, use language sim ilar to the following: “Concurrently, to A and B,
pro rata . . .”.]
[The [
] Accrual Amount [and the [
priority:
] Accrual Amount] in the following order of
1.
2.
[The [
] Accrual Amount [and the [
priority:
] Accrual Amount] in the following order of
1.
2.
The Adjusted Principal Distribution Amount in the following order of priority: ]
[SECURITY GROUP 2
[The Group 2 Principal Distribution Am ount] [ A percentage of the Group 2 Principal
Distribution Am ount will be app lied to the Tr ustee Fee, and the rem ainder of the Group 2
Principal Distribution Amount [(the “Group 2 Adjusted Pr incipal Distribution Amount”) ] [and
the [ ] Accrual Am ount [and the [ ] Accrual Am ount]] will be a llocated [sequentially, to [ ]
[and [ ]], in that order, until retired] [as follows:
[NOTE TO TRUST COUNSEL: When describing a “sequentia l” paydown rule, use language
similar to the f ollowing: “Sequen tially, to A a nd B, in that order . . .”. W hen describing a
“concurrent” paydown rule, use language sim ilar to the following: “Concurrently, to A and B,
pro rata . . .”.]
S-7
[The [
] Accrual Amount [and the [
priority:
] Accrual Amount] in the following order of
IV-3-7
1.
2.
[The [
] Accrual Amount [and the [
priority:
] Accrual Amount] in the following order of
1.
2.
The Group 2 Adjusted Principal Distribution Amount in the following order of
priority:]]
Allocation of Prepayment Penalties: On each Distribu tion Date, the Trustee will p ay [ ] % of
any Prepay ment Penalties that are collected and passed through to the Trust
[in respect of
Security Group [ ]] to Class [ ] [as follows: ] [and in respect of [Security Group] [Subgroup] [
] to Class [ ]] [ and [ ] % of any P repayment Penalties that are collected and passed through to
the Trust to the Trustee].
[Scheduled Principal B alances: The Schedule d Princip al Balances [or Aggregate Scheduled
Principal Balances] for the Class[es] listed below are included in Sche dule II to this Supplement.
They were calculated using, among other things, the following Structuring Range[s] [or Rate[s]]:
[NOTE TO TRUST COUNSEL: Trust counsel ma y
include a security group column below.]
PAC [I][II] Class[es] [and Component[s]]
[ ][, [ ]] [and [ ] (in the aggregate)][*]........................
[ ][, [ ]] [and [ ] (in the aggregate)][*]........................
[ ]% CPR through [ ]% CPR
[ ]% CPR through [ ]% CPR
[Scheduled Class[es] [and Component[s]]
[ ][, [ ]] [and [ ]] [**] ..................................................
[ ][, [ ]] [and [ ]] [**] ..................................................
[ ]% CPR through [ ]% CPR
[ ]% CPR through [ ]% CPR
[TAC Class[es] [and Component[s]]
[ ][, [ ]] [and [ ] (in the aggregate)] ............................
[ ][, [ ]] [and [ ] (in the aggregate)] ............................
Structuring [Range[s]]
[or] [Rate[s]]
[[ ]% CPR] [[ ]% CPR through [ ]%
CPR]
[[ ]% CPR] [[ ]% CPR through [ ]%
CPR]
[Partial Accrual Class[es] : Intere st will acc rue on the Par tial Accrual Class iden tified on the
front cover of this Supplem ent at the per annum rate set f orth under “Term s Sheet—Interest
Rates.” On each Dis tribution Date until the Class Principal Balance of the Class [insert related
Accretion Directed Classes] is red uced to zero , the difference between the per annum Interest
Rate for the Partial Acc rual Class a nd the per annum rate of [____]% will be distr ibuted to th e
Partial Accrual Class as inte rest. On each Dist ribution Date until th e Class Principal Balance of
Class [insert related Accretion Directed Clas s[es]] is r educed to ze ro, inte rest acc rued on the
Partial Accrual Class at a per annum rate of
[____]% will not be distributed to the Partial
Accrual Class. Such a mount will constitute the Accrual Amount, which will be added to the
Class Princ ipal Balance of that Class on each Distribu tion Date and will be dis tributable a s
principal as set forth in “Terms Sheet—Allocation of Principal on Distribution Dates.” After the
Class Principal Balance of Class [insert related Accretion Directed Classes] is reduced to zero,
S-8
IV-3-8
all interest accrued on th e Partial Accrual Clas s will be distr ibuted on ea ch Distribution Date to
the Partial Accrual Class as interest.]
[Accrual Class[es ]: Interest will ac crue on [the] [each] Accrual Clas s identified on the front
cover of this Supplem ent at the per annum rate set forth [on the front cover of this Supplem ent]
[or] [as set forth ] in this Term s Sheet under “Interest Rates [,]”][as app licable]. H owever, no
interest will be distributed to the Accrual Class [es] [until the Distribu tion Date f ollowing the
Distribution Date on which the Class Princ ipal Balance [s] of the rela ted Accre tion Directe d
Class[es] have been reduced to zero][as interest]. Interest [so accrued and unpaid ] [so accrued]
on [each] [the] Acc rual Class on each Distribution Date
will cons titute [an] [the] Accrual
Amount, which will be added to the Class Principal Balance of [that] [the Accrual] Class on each
Distribution Date [and[, with respect to Class [es] [ ] [,] [and] [ ] [and [ ],] will be distributable
as principal as set forth in this Term s Sheet under “Allocation of Principal.”
[After inte rest
distributions commence on [an] [the] Accrual Class, in terest distributions will continue until th e
Class Principal Balance of that Class is reduced to zero.]]
[Notional Class[es]: The Notional Class[es] will not receive distributions of principal but [have]
[has a ] Clas s Notional Balance [s] for convenience in describing [their] [its] entitlem ent[s] to
interest. The Class Notional Balance of [the] [each] Notio nal Class represents the percen tage
indicated below of, and reduces to that exten t with, the [[Class] [or Com ponent] Principal
Balance[s]] [or the] [outstanding [principal] [or] [notional] balance of the [related] Trust Asse t
[Group][Subgroup]] indicated:
Original Class
Notional Balance
Class
................................................... $
...................................................
...................................................
...................................................
...................................................
...................................................
...................................................
[Total]
................................................... $
...................................................
[Total]
................................................... $
...................................................
[Total]
Represents [Approximately]
[ ]% of [Class] [and Class [ ] (in the
aggregate)] ([Class Type][and
Components])
[[100]% of [Group [ ]] Trust Assets]
[ ]% of [Class] ([Class Type])
[ ]% of [Class] ([Class Type])
[ ]% of [Class] ([Class Type])
[ ]% of [Class] ([Class Type])
[ ]% of [Class] ([Class Type])
[ ]% of [Class] ([Class Type])
[ ]% of [Class] ([Class Type])
[ ]% of [Class] ([Class Type])
[ ]% of [Class] ([Class Type])
]
[Component Classes : For purposes of calculating distributions of [principal] [ and] [interest],
Class[es] [ ] and [ ] are com posed of m ultiple com ponents havin g the desig nations and
characteristics set forth below. C omponents are not separately transfer able from the related
Class of Securities.
S-9
IV-3-9
Class
Components
Principal
Type
Interest
Type
Interest
Rate
Original
Principal
Balance
]
Tax Status: [Single] [Double] REMIC Series. See “Certain United States Federal Income Tax
Consequences” in this Supplement and in the Multifamily Base Offering Circular.
Regular and Residual Classes:
[Class [R] [RR] is a Residual Class
[and represents th e
Residual Interest of [the] [each] [Trust REMIC ] [the Issuing REMIC and [each] [the] Pooling
REMIC]].] [Classes RI and RP are Residual Classes. Class RI represents the Residual Interest of
the Issuing REMIC and Class RP represen ts the Residual Interest of the Pooling REMIC.] All
other Classes of REMIC Securities are Regular Classes.
S-10
IV-3-10
RISK FACTORS
You should purchase securities only if
you understand and are able to bear the
associated risks. The risks applicable to your investment de pend on the princi pal and interest
type of your securities. This section highlights certain of these risks.
The rate of principal payments on the
underlying mortgage loans will a ffect the
rate of p rincipal p ayments o n your
securities. The rate at which you will
receive principal pay ments will depend
largely on the rate of principal paym
ents,
including prepaym ents, on the mortgage
loans underlying the related trust assets.
Any historical data regarding m ortgage loan
prepayment rates m ay not be indicative of
the r ate o f f uture p repayments on the
underlying m ortgage loans, and no
assurances can be given about the rates at
which the underlying mortgage loans will
prepay. We expect the rate of principal
payments on the underlying m ortgage loans
will vary.
[Generally,] [F]ollowing any
applicable lockout period, and upon
payment of any applicable prepaym
ent
penalty, borrowers m
ay prepay their
mortgage loans at an y tim e. [However,
borrowers cannot prepay certain mortgage
loans insured under FHA insurance program
Section 223(f) for a period of five (5) years
from the date of endorsem ent, regardless of
any applicable lockout periods associated
with such mortgage lo ans]. In addition, in
the case of FHA-insured m ortgage loans,
borrowers m ay prepay their m ortgage loans
during a lockout period [, or during any
statutory prepaym ent prohibition period ] or
without paying any applicable prepaym ent
penalty with the approval of FHA.
The term s of the m ortgage loans m ay be
modified to perm it, am ong other things, a
partial release of the mortgaged property
securing the related m ortgage loan. Partial
releases of s ecurity may reduce the value of
the rem aining security and also a llow the
S-11
related borrower to sell the released property
and generate proceeds that m ay be used to
prepay the related mortgage loan in whole or
in part.
In addition to voluntary prepaym
ents,
mortgage loans can be prepaid as a result of
governmental m ortgage insurance claim
payments, loss m itigation ar rangements,
repurchases or liqu idations of defaulted
mortgage loans. Although under certain
circumstances Ginnie Mae issuers have the
option to repurchase defaulted mortgage
loans from the related pool underlying a
Ginnie Mae MBS certificate, they are not
obligated to do so. Defaulted mortgage
loans that rem ain in pools backing Ginnie
Mae MBS certificates m ay be subject to
governmental m ortgage insurance claim
payments, loss m itigation arr angements or
foreclosure, which could have the same
effect as voluntary prepaym ents on the cash
flow availa ble to p ay the se curities. No
assurances can be given as to the tim ing or
frequency of any governm ental mortgage
insurance claim paym
ents, issuer
repurchases, loss mitigation arrangements or
foreclosure proceedin gs with respect to
defaulted mortgage loans and the resulting
effect on the tim ing or rate of principal
payments on your securities.
Rates of principal payments can
reduce
your yield . The yield on your securities
probably will be lower than you expect if [:
you purchased your securities at a
premium [(interest only securities,
for example) ] and prin cipal
IV-3-11
payments are faster than you
expected, or
you purchased your securities at a
discount [(principal only securities,
for example) ] and prin cipal
payments are slower than you
expected.]
In addition, if your se curities are [interest
only securities or ] securities purchased at a
significant p remium, yo u could lose m oney
on your investm ent if prepaym ents occur at
a rapid rate.
Under certain circumstances, a
Ginnie
Mae issuer has the right to repu rchase a
defaulted mortgage loan from the related
pool of mortgage loans underlying a
particular Ginnie Mae MBS certificate, the
effect of w hich would be comparable to a
prepayment of such mortgage loan. At its
option and without Ginnie Mae’s prior
consent, a Ginnie Mae iss
uer m ay
repurchase any m ortgage loan at an am ount
equal to par less any am ounts previously
advanced by such issuer in connection with
its responsibilities as servicer of such
mortgage lo an to the extent tha t (i) in the
case of a mortgage lo an included in a pool
of mortgage loans underlying a Ginnie Mae
MBS certificate is
sued on or before
December 1, 2002, such m ortgage loan has
been delinquent for four consecutive
months, and at least one delinquent payment
remains uncured or (ii) in the case of a
mortgage loan included in a pool of
mortgage loans underlying a Ginnie Mae
MBS certificate issued on or after January 1,
2003, no paym ent has been m ade on such
mortgage loan for three consecutive months.
Any such repurchas
e will re
sult in
prepayment of the principal balance
[or
reduction in the notional balance ] of the
securities ultim ately backed by such
mortgage loan. No assurances can be given
as to the tim ing or frequency of a ny such
repurchases.
S-12
[The leve l of LIBOR will af fect the yields
on floating rate and in verse floa ting rate
securities. If LIBOR perf orms differently
from what you expect, the yield on your
securities m ay be lower than you expect.
Lower leve ls of LIBOR will genera
lly
reduce the yield on floa ting rate s ecurities;
higher leve ls of LIBOR will genera
lly
reduce the yield on in verse floating rate
securities. You should bear in mind that the
timing of changes in the level of
LIBOR
may affect your yield: generally, the earlier
a change, the greater the effect on your
yield. It is doubtful that LIBOR will rem ain
constant.]
[Support securities will be more sensitive to
rates of principal payments than other
securities. If principal prepayments result in
principal distributions on any distribution
date equal to or less than the am ount needed
to produce scheduled paym
ents on the
[PAC][,] [scheduled] [and] [TAC] class [es]
[and com ponents], the related support
class[es] [and com ponents] will no t rece ive
any principal distribution on that date [(other
than fro m any applicab
le accrual
amount[s])]. If prepaym ents result in
principal distributions on any distribution
date greater than the am
ount needed to
produce scheduled paym ents on the related
[PAC][,] [scheduled] [and] [TAC] class [es]
[and com ponents] for that distribution date,
this excess will be d istributed to th e related
support class[es] [and components].
[An investment in the securities is subject
to sign ificant reinv estment and e xtension
risk. The rate of principal payments on your
securities is uncertai n. You m ay be unable
to reinvest the paym ents on your securities
at the sam e returns provided by the
securities. Lower prev ailing intere st ra tes
may result in an un
expected return of
principal. In tha t interes t r ate clim ate,
higher yielding reinvestm ent opportunities
may be lim ited. Conversely, higher
prevailing interest rates may result in slower
IV-3-12
returns of principal, and you may not be able
to take advantage
of higher yielding
investment opportunities. The final payment
on your security m ay occur m uch earlier
than the final distribution date.]
Defaults will incre
ase the rate of
prepayment. Lending on m
ultifamily
properties and nursing facilities is generally
viewed as exposing the lender to a greater
risk of loss than single-fam ily lending. If a
mortgagor defaults on a m ortgage loan and
the loan is subsequently foreclosed upon or
assigned to FHA for FHA i
nsurance
benefits[, or Rural Deve lopment for Section
538 guarantee benef
its,] or otherwise
liquidated, the effect would be comparable
to a prepaym ent of the m ortgage loan;
however, no prepaym ent penalty would be
received. Sim ilarly, mortgage loans as to
which ther e is a m aterial bre ach of a
representation m ay be purchased o ut of the
trust without the paym ent of a prepaym ent
penalty.
NOTE TO TRUST COUNSEL:
INCLUDE CLC SPECIFIC RISK
FACTORS ONLY IF CL
Cs ARE
INCLUDED IN THE MBS GROUPS (DO
NOT INCLUDE CL C RISK F ACTORS
IF CLCS ARE ONLY B
ACKING
REREMIC GROUPS).
[Extensions of the ter m to matur ity of the
Ginnie Ma e construction loan cer tificates
delay the p ayment o f principal to the trus t
and will affect the yield to maturity on your
securities. The exten sion of the term to
maturity of any Ginnie Mae construction
loan cer tificate will r equire the rela ted
Ginnie Mae issuer to obtain the consent of
the con tracted secu rity purchaser, the entity
bound under contract with the Ginnie Mae
issuer to purchase all the Ginn
ie Mae
construction loan certif icates re lated to a
particular multif amily project. However,
[the sponsor, as cont
racted security
purchaser]
[NOTE TO TRUS
T
COUNSEL: USE THE FOLLOWING IF
S-13
YOU HAVE A TH IRD PARTY CSP
FOR ANY CLC, INCLUDING CL
CS
BACKING UNDERL
YING
CERTIFICATES: each contracted security
purchaser], on behalf of itsel f and al l future
holders of each Ginnie Mae con
struction
loan certificate to be d eposited into the tru st
[NOTE TO TRUST COUNSE L: USE
THE FOLLOWING IF YOU HAVE
MULTIPLE CSPs RELATED TO ALL
CLCS, INCLUDING CLCS B ACKING
UNDERLYING CERTIFICAT ES: w ith
respect to w hich it is th e contracted security
purchaser] and all r
elated Ginnie Mae
construction loan certificates (whether or not
currently outstanding), has waived the right
to withhold consent to any requests of the
related Ginnie Mae issuer to extend the term
to m aturity of those Ginnie Mae
construction loan cer tificates (provided that
any such extension, w hen com bined with
previously granted exte nsions in respect of
such Ginnie Mae construction
loan
certificates, would not extend the term
to
maturity beyond the term of the underlying
mortgage loan insured by FHA). This
waiver effectively permits the related Ginnie
Mae issu er to extend the m aturity of the
Ginnie Mae construction loan ce rtificates in
its sole discretion, subject only to the prior
written approval of Ginnie Mae. A holder
of a Ginnie Mae construction loan certificate
is en titled o nly to inte rest a t th e s pecified
interest ra te on the ou tstanding p rincipal
balance of the Ginnie Mae construction loan
certificate until th e e arliest of (1) the
liquidation of the m ortgage loan, ( 2) at the
related Ginnie Mae issuer’s option, either (a)
the first Ginnie Mae certificate payment date
of the Ginnie Mae project loan ce rtificate
following the conversion of the Ginnie Mae
construction loan c ertificate o r (b ) the date
of conversion of the Ginnie Mae
construction loan certificate to a Ginnie Mae
project loan certificate, and (3) the m aturity
date (as adjusted for any previously granted
extensions) of the Ginnie Mae construction
IV-3-13
loan certificate. Any e xtension of the term
to maturity may delay the commencement of
principal payments to the trust and affect the
yield on your securities.]
[The failure of a Ginni e Mae construction
loan certificate to con vert into a Ginnie
Mae proje ct loan cer tificate prio r to its
maturity d ate (as a
djusted fo r any
previously granted extensions), for any
reason, will result in the full pa yment o f
the princ ipal balance of the Gin nie Mae
construction loan certificate on its maturity
date and, accordingly, will affect the rate of
prepayment. The Ginnie Mae con struction
loan certificate m ay fa il to convert if the
prerequisites for conversion outlined in
Chapter 32 of the MBS Guide are not
satisfied, including, but not lim ited to, (1)
final endorsement by FHA of the underlying
mortgage loan, (2) completion of the cost
certification process, an d (3) th e delivery of
supporting documentation including, am ong
other things, the note or other ev idence of
indebtedness and assi gnments e ndorsed t o
Ginnie Mae. Upon maturity of the Ginnie
Mae construction loan certificates , absent
any extensions, the related Ginnie Mae
issuer is obligated to pay to the holders of
the Ginnie Mae construc
tion loa n
certificates the outstand
ing principal
amount. The paym ent of any Ginnie Mae
construction loan cer tificate on th e maturity
date may affect the yield on your securities.
[Any delay in the conversion of a Ginnie
Mae construction loa n certifica te to a
Ginnie Mae project l oan certif icate will
delay the payment of
principal on your
securities. The conversion of a Ginnie Mae
construction loan certificate to a Ginnie Mae
project loan certificate can be delayed for a
wide variety of reasons, including work
stoppages, construction defects, inclem ent
weather, completion of or delays in the cost
certification process and changes in
contractors, owners and architects related to
the m ultifamily project. During any such
S-14
delay, the trust will no t be entitled to any
principal paym ents that m ay have been
made by the borrower on the related
underlying mortgage loan. The distribution
of any such principa l paym ents will not
occur until the earlies t of (1) the liquidation
of the m ortgage loan, (2) a t the related
Ginnie Mae issuer’s option, either (a) the
first Ginnie Mae certificate paym ent date of
the Ginnie Mae project loan certificate
following the conversion of the Ginnie Mae
construction loan c ertificate o r (b ) the date
of conversion of the Ginnie Mae
construction loan certificate to a Ginnie Mae
project loan certificate, and (3) the m aturity
date (as adjusted for any previously granted
extensions) of the Ginnie Mae construction
loan certificate. However, the hold ers of the
securities will not receiv e any such amounts
until th e next distrib ution date on the
securities and will no t be entitled to receive
any interest on such amount.]
[The yield on securities that would benefit
from a faster than expected payment of
principal (such as securities purchased at a
discount) may be adversely affected if the
underlying mortgage loan begins to
amortize p rior to the conversio n of a
Ginnie Mae construction loan certificate to
a Ginnie Mae project loan certificate. A s
holders of Ginnie Mae construction loan
certificates are en titled only to interest, any
scheduled p ayments of principal received
with respe ct to the
m ortgage loans
underlying the Ginnie Mae construction loan
certificate will no t be pa ssed throug h to th e
trust. Any such am ounts will b e d eposited
into a non-interest bearing, custodial account
maintained by the rela ted Ginnie Mae issuer
and will be dis tributed to the tru st (un less
otherwise n egotiated b etween the Ginnie
Mae is suer and the contracted security
purchaser) on the earlies
t of (1) the
liquidation of the m ortgage loan, ( 2) at the
related Ginnie Mae issuer’s option, either (a)
the first Ginnie Mae certificate payment date
of the Ginnie Mae project loan ce rtificate
IV-3-14
following the conversion of the Ginnie Mae
construction loan c ertificate o r (b ) the date
of conversion of the Ginnie Mae
construction loan certificate to a Ginnie Mae
project loan certificate, and (3) the m aturity
date (as adjusted for any previously granted
extensions) of the Ginnie Mae construction
loan certificate. However, the holders of the
securities will not receiv e any such amounts
until th e next distrib ution date on the
securities and will no t be entitled to receive
any interest on such amount. The delay in
payment of the scheduled principal m
ay
affect, perh aps sign ificantly, the yield on
those secu rities th at would benefit from a
higher than anticip ated rate of prepaym ent
of principal.
[If the amount of th e underlying mortgage
loan at fin al endorsement by F HA is less
than the aggregate principal amou nt of the
Ginnie Ma e construction loan cer tificates
upon completion of the particular
multifamily projec t, the Gin
nie Mae
construction loan ce rtificates must be
prepaid in the amount equal to the
difference between the aggregate principal
balance of the Ginnie Mae construction
loan certificates and the principal balance
of the Ginnie Mae pro ject loan ce rtificates
issued upon conversion . The reduction in
the underlying m ortgage loan am ount could
occur as a result of the cost certification
process th at takes p lace p rior to th e
conversion to a Ginnie Mae project loan
certificate. In such a case, th
e rate of
prepayment on your securities m
ay be
higher than expected.]
Available information about the mortgage
loans is limited . Generally, neither audited
financial statements nor recent appraisals are
available with respect to the mortgage loans,
the m ortgaged properties, or the operating
revenues, expenses and values of the
mortgaged properties. Certain default,
delinquency and other in formation relevant
to the likelihood of prepaym
ent of the
S-15
multifamily m ortgage loans underlying the
Ginnie Mae multifamily certificates is m ade
generally available to the public and holders
of the securities sh
ould consult such
information. The scope of such inform ation
is lim ited, however, and accordingly, at a
time when you m ight be buying or selling
your securities, you m ay not be aware of
matters that, if known, would affect the
value of your securities.
FHA has authority to override lockouts
and prep ayment limita tions. FHA
insurance and certain mortgage loan and
trust provisions m ay affect lockouts and the
right to receive prepaym ent penalties. FHA
may override any lockout
[, statutory
prepayment prohibition ] or prepaym ent
penalty p rovision with respec t to the FHAinsured mortgage loans consistent with FHA
policies and procedures.
[With respect to certain mortgage loans
insured under Section 223(f) of the
Housing Act, under certain circumstances
FHA locko ut and pre payment limita tions
may be more str ingent than otherwise
provided fo r in the related note or other
evidence of indebtedness . In add ition to
FHA’s ability to overrid
e lock out or
prepayment penalty provisions with respect
to the FHA-insured mortgage loans as
described above, invest ors should note that
with respe ct to ce rtain m ortgage loans
insured under Section 223(f) of the Housing
Act, Section 223(f) pr ovides, in relevant
part, that the related no te or other evidence
of indebtedness cannot be prepaid for a
period of five (5) years from
the date of
endorsement, unless prior written approval
from FHA is obtained. In m any instances
with respect to such m ortgage loans insured
under Section 223(f), the related lender m ay
have provided for a lockout period lasting
for a term shorter than five (5) years.
Therefore, investors should consider that
any prepaym ent provisions following a
lockout period that is shorter than five (5)
IV-3-15
years may not be effective if FHA approval
is not obtained.]
Holders en titled to p repayment p enalties
may not receive th
em. Prepaym ent
penalties received by the trustee [in respect
of group [ ]] will be distributed to [Class[es]
[ ] [and [ ], as applicable] [and in respect of
group [ ] will be distributed to Class [ ]] [all
of the Class[es]] [as further described in this
Supplement]. Ginnie Mae, however, does
not guarantee that m ortgagors will in fact
pay any prepaym ent penalties or that such
prepayment penalties will be received by the
trustee. Accordingly, holders of the
class[es] e ntitled to rece ive pr epayment
penalties will receive them only to the extent
that the tru stee rec eives them . M oreover,
even if the trustee distributes prepaym ent
penalties to the holders of [that class] [those
classes], the additional a mounts m ay not
offset the reduction in yield caused by the
corresponding prepayments.
[The rate of payments on the underlying
certificate[s] will dir ectly affe ct the rate of
payments on the [group [ ]] securities. The
[notional balance of the ] underlying
certificate[s] will be s ensitive in varying
degrees to
the rate of payments of principal
(including prepaym ents) of the
related mortgage loans[.][, and
the priorities for the distribution of
principal among the classes of the
[related] underlying trust.]*
[As described in the
[related] underlying
certificate d isclosure do cument[s], [certain
of] the underlying certificate [s] [included in
trust asset group [3]] [are] [is] not entitled to
* NOTE TO TRUST COUNSEL: Th is b ullet can
be d eleted if each un derlying certificate is the o nly
certificate in its unde rlying security group t o receive
principal payments.
S-16
distributions of principal [(other tha n f rom
any applicable accrual am ount)] until [a]
certain clas s[es] of the related underlying
series [has] [have] been retired and,
accordingly, distributions of principal of the
related mortgage loans for extended periods
may be a pplied to the distribution of
principal of
[that] [those] cl ass[es] of
certificates having
priority over th
e
underlying certificate [s].] Accordingly,
[these] [this] underlying certificate [s] ma y
receive no principa
l distributions for
extended periods of time.]
[In addition, [certain of ] the underlying
certificate[s] [included in trus t asset group
[3]] [are] [is a ] cl ass[es] that provide [s]
support to [an]other class[es], and [they are]
[it is] e ntitled to rece ive princ ipal
distributions [(other than f
rom any
applicable accrual amount)] only if specified
classes of the related underlying series have
been retired). Accordingly,
[these] [ this]
underlying certificate [s] m ay receive no
principal distributions for extended periods
of time.]
[[One] [ Certain] [of] [t]he underlying
certificate[s] [included in trust asset group[s]
[ ] [ and [ ]] has [have] been issued with [a]
class notional balance [s] th at [is] [are]
calculated on the basis of the class principal
balance of [a] support class [es] of the
[related] underlying series. Accordingly, the
yield on such underlying certificate [s] ma y
be reduced, perhap
s significantly, if
principal paym ents on the [related] support
class[es] occur at a rapid rate.]
[The trust asset[s] underlying [certain of] the
underlying certificate [s] [included in trus t
asset group[s] [ ] [and [ ]] [is also a] [are
also] pr eviously issue d certif icate[s] th at
represent[s] beneficial ownership interests in
[a] separate trust [s]. The rate of paym ents
on the previously is
sued certificate [s]
backing [this] [these] [the] underlying
certificate[s] will dir ectly af fect the tim ing
and rate of paym ents on [your] [the group [
IV-3-16
] [and [ ]] securities. You should read the
[related] underlying certificate disclosure
document[s], including the risk factors
contained therein, to understand the
payments on and related risks of the
previously issued c
ertificate[s] backing
[this] [these] [the] underlying certificate[s].]
Prepayments on the related m ortgage loans
may have occurred at rates faster or slower
than those initially assum ed. This
supplement contains no inform ation as to
whether the underlying certificate [s] [has]
[have] perform ed as origin ally anticipated.
The Updated Exhibit [s] A in Exhibit [D],
however, contain [s] certain inform ation
regarding th e rela ted mo rtgage loans as of
the cut-off date.]
The securities ma y not be a suitable
investment for you
. The securities,
[especially the group [ ] securities and, ] [in
particular, [Class[es] [ ] [and [ ]][each MX
Class that is subject to mandatory exchange
and] the [component,] [support,] [interest
only], [principal on ly,] [inverse floating
rate,] [interest only inverse floating rate, ]
[accrual] and [residual] clas ses,] are no t
suitable investments for all inv estors. Only
“accredited investo rs,” as defined in Rule
501(a) of Regulation D of the Securities Act
of 1933, who have substantial experience in
mortgage-backed securities and are capable
of understanding the risks should invest in
the securities.
In addition, although the sponsor intends to
make a m arket for the purchase an d sale of
the se curities af ter the ir initia l issu ance, it
has no obligation to do so. There is no
assurance that a seco
ndary m arket will
develop, that any secondary m
arket will
continue, or that the price at which you can
sell an inv estment in any class will enable
you to realize a desired yield on that
investment.
You will bear the m
investment. The m
S-17
classes are likely to
fluctuate. These
fluctuations m ay be significant and could
result in significant losses to you.
The secondary m arkets for mortgage-related
securities have experienced periods of
illiquidity and can be expected to do so in
the f uture. Illiqu idity can have a severe ly
adverse effect on the prices of clas ses that
are espe cially sensitiv e to prepay ment or
interest rate risk or that have been structured
to m eet th e inves tment requirements of
limited categories of investors.
The res idual securities m ay experien ce
significant adverse tax timing consequences.
Accordingly, you are ur ged to consult tax
advisors an d to consider the after-tax effect
of ownership of a resi dual secu rity and the
suitability of the residu al securities to your
investment objectives. See “Certain United
States Federal Income Tax Consequences”
in this Sup plement an d in the M ultifamily
Base Offering Circular.
You are encouraged to consult advisors
regarding the financial, legal, tax and other
aspects of an investm ent in the securities.
You should not purchase the securities of
any class unless you understand and are able
to bear the prepaym ent, yield, liquidity and
market risks associated with that class.
The actual prepayment rates of the
underlying mortgage loans will a ffect the
weighted average lives and yields of your
securities. The yield and decrem ent tab les
in th is sup plement are based on assum ed
prepayment rates. It is highly unlikely that
the underlying mortgage loans will prepay at
any of the p repayment rates assumed in this
supplement, or at any constant prepaym ent
rate. As a result, the yields on your
securities could be lower than you expected.
arket risks of your
arket values of the
IV-3-17
[THE GINNIE MAE MULTIFAMILY CERTIFICATES] [THE TRUST ASSETS]
General
The Sponsor intends to acquire the [Ginnie Mae Multifamily Certificates] [Trust Assets]
in priva tely negotia ted transa ctions prior to th e Closing Date and to sell th em to the Trust
according to the terms of a Trust Agreem ent between the Sponsor and the Trustee. The Sponsor
will m ake certa in rep resentations an d warranties with respe ct to the [Ginnie Mae Multif amily
Certificates] [Trust Ass ets]. [All of the Trust Assets will evidence,
[directly o r] indirectly,
Ginnie Mae Multifamily Certificates.]
[The Ginnie Mae Multifamily Certificates [(Group [ ])
The Ginnie Mae Mu ltifamily Certificates are guaranteed b y Ginnie Mae pursuant to its
Ginnie Mae I Program . Each Mortgage Loan underlying a Ginnie Ma e Multifamily Certificate
bears interest at a Mortgage Rate that is greater than the related Certificate Rate.
For each Mortgage Loan underlying a Ginnie Mae Multifamily Certificate, the difference
between (a) the Mortgage Rate and ( b) the related Certificate Rate is us ed to pay the servicer of
the Mortgage Loan a m onthly fee for servicing the Mortgage Loan and to pay Ginnie Mae a fee
for its guarantee of the related Ginnie Mae Multifa mily Certificate (together, the “Servicing and
Guaranty Fee Rate”). The per annum rate used to calculate these fees for the Mortgage Loans in
the Trust is shown on Exhibit A to this Supplement.
The Ginnie Mae Multif amily Certificates inc luded in th e Trust cons ist of [(i)] [ Ginnie
Mae Constr uction Loan Certif icates issued du ring the co nstruction p hase of a multif amily
project, which are redeem able for Ginnie Mae Project Loan Certificates (the “ [Group [ ]] Trust
CLCs”) and] [(ii)] Ginnie Mae Project Loan Certificates [deposited into the Trust on the Closing
Date [or issued upon conversion of a [Group [ ]] Trust CLC ]] ([collectively,] the “[Group [ ]]
Trust PLCs”).
[The Underlying Certificates (Group [ ])
The [Group [ ]] Trust Asset [s] [is an ] [are] Underlying Certificate [s] that rep resent[s]
[the] beneficial ownership interests in [a] [ one or m ore] separate trust [s], th e ass ets of which
evidence d irect o r indirect ben eficial owners hip inte rests in cer tain Ginnie Mae Multif amily
Certificates. [The] [Each] Underlying Certif icate cons titutes all or a portion of a class of a
separate Se ries of ce rtificates described in the
[related] Underlyin g Certif icate Disclosu re
Document[s], excerpts of which ar e attached as Exhibit [C] to this Supplem ent. The Underlying
Certificate Disclosur e Docum ent[s] m ay be obtained from the Inform ation Age nt as described
under “Available Information” in this Supplement. Investors are cautioned that material changes
in facts an d circum stances m ay ha ve occurred since the date of
[the] [each] Underlying
Certificate Disclosure Document, including ch anges in the prepayment rates, pr evailing interest
rates and other econom ic factors, which m ay limit the usefulness of, and be directly contrary to
the as sumptions used in preparing the inform ation included in, the offering docum ent. See
“Underlying Certificates” in the Multifamily Base Offering Circular.]
[The][Each] Underlying Certificate provides for monthly distributions, including any
prepayments and other unscheduled recoveries [, and any Prepaym ent Penalties [, if a pplicable,]
on the Mortgage Loans underlying such Underlying Ce rtificate, and is furt her described in the
table contained in Exhibit [B] to this Supplement. The table also sets forth information regarding
S-18
IV-3-18
approximate weighted average rem aining term s to m aturity, loan ages and m ortgage rates of
Mortgage Loans underlying the related Ginnie Mae Certificates.]
The Ginnie Mae Multifamily Certificates underlying the Underlying Certificate[s] consist
of [(i)] [ Ginnie Mae Co nstruction L oan Certif icates issued during the cons truction phase of a
multifamily projec t, w hich ar e re deemable for Ginnie Mae Projec t Loan Cer tificates (th e
“[Group [ ]] Trust CLCs” [and, collectively with the Group [ ] Trust CLCs, the “Trust CLCs” ])
and] [(ii)] Ginnie Mae Project Loan Certificates [deposited into the [related] Underlying Trust on
the [related] underlying Closing Date ] [or issued upon conversion of a [Group [ ]] Trust CLC ]
([[“the Group [ ]] Trust PLCs” and, ] collectively with the Group [ ] Trust PLCs, ] the “Trus t
PLCs”).]
[The Trust CLCs [(Group [ ])] [(Underlying the [Group [ ]] Underlying Certificates)]
Each Trust CLC is bas ed on and backed by a single Mortgage Loan secured by a
multifamily project un der constru ction and insured by FHA pursuant to an FHA Insurance
Program described under “FHA Insurance P
rograms” in this Supplem ent. Ginnie Mae
Construction Loan Certificates are generally issued monthly by the related Ginnie Mae Issuer as
construction progresses on the relate d multifamily project and as advanc es are in sured by FHA.
Prior to the issuance of Ginnie Mae Constructio n Loan Certificates, the Ginnie Mae Issuer m ust
provide Ginnie Mae with supporting docum entation regarding advances and disbursem ents on
the Mortgage Loan and must satisfy the prerequisites for issuance as described in Chapter 32 of
the MBS Guide. Each Ginnie Mae Construction Loan Certificate may be redeemed for a pro rata
share of a Ginnie Mae Project Lo an Certif icate tha t bea rs the sam e interes t rate as the G innie
Mae Construction Loan Certificate.
[NOTE TO TRUS T COUNSEL: THE BR ACKETED TEXT IN BOLD IN THE
FOLLOWING PARAGRAPH SHOULD B E USED WHEN YOU HAVE A THIRD
PARTY CSP, THE B OLDING IS FOR E ASE OF RE FERENCE AND SH OULD NOT
APPEAR I N BOL D I N THE DRAFT OCS.] The origin al m aturity of a Ginnie Mae
Construction Loan Certificate is at least 200 % of the construction period anticipated by FHA for
the multifamily project. The state d maturity of the Ginnie Mae Constr uction Loan Certificates
may be extended after issuance at the request of the related Ginnie Mae Issue r with the prio r
written approval of Ginnie Mae. Prior to approving any extensi on request, Ginnie Mae requires
that the Contracted Security Purchaser, the entity bound under contract with the related Ginnie
Mae Issuer to pu rchase all of the Ginnie Mae Construction Loan
C ertificates r elated to a
particular multifamily project, consent to the extension of the term to maturity. [The Sponsor, as
the] [Each] Contracted Security Purchaser of the Trus t CLCs and of any previously issued or
hereafter existing Ginn ie Mae Construc tion L oan Certif icates re lating to the Trust CLCs
identified in [Exhibit [A]] [or] [Exhibit [D]] to this Supplem ent [(the “Sponsor CLCs”) ] [(the
“Related C LCs”), has waived its right and the right
of a ll f uture ho lders of the [Sponsor]
[Related] CLCs, including [the [related] T rustee] [or] [the [related] T rustee for the [related]
Underlying Trust], as th e assignee o f the [Sponsor’s] [or] [related Underlying Trust Sponsor’s ]
rights in the Trust CLCs, to withhol d consent to any extension requests [with respect to Trus t
CLCs or Related CLCs for which it is the Contracted Security Purchaser], provided that the
length of the extension does not, in combination with any previous ly granted extensions related
thereto, exceed the term of the underlying Mortgage Loan insured by F HA. The waiver effected
by [the Spo nsor] [each Contracted Security Purchaser] will ef fectively perm it the re lated
S-19
IV-3-19
Ginnie Mae Issuer to extend the m aturity of the Ginnie Mae CLCs in its sole discretion, subject
only to the prior written approval of Ginnie Mae.
Each Trust CLC will provide f
or the paym ent to th e [Trust] [or to the ] [related]
[Underlying Trust][, as applicable, ] of m onthly payments of interest equal to a p ro rata share of
the interest paym ents on the underlying Mortgage Loan, less applicable servicing and guaranty
fees. The [Trust] [or the ] [related] [Underlying Trust ][, a s applic able,] will no t be entitled to
receive any paym ents of principal collected on th e related Mortgage L oan as long as the Trust
CLC is outstanding. During such period any prepaym ents and ot her recoveries of principal
(other than proceeds fro m the li quidation of the Mortgage L oan) [or any Prepayment Penalties]
on the und erlying Mortgage Loan received by the Ginnie Mae Issuer will be dep osited into a
non-interest bearing escrow account (the “P&I Cu stodial Account”). Any such a mounts will be
held for distribution to the [Trust] [or to the] [related] [Underlying Trust][, as applicable,] (unless
otherwise negotiated between the Ginnie Mae Issuer and th e Contracted Security P urchaser) on
the ea rliest of (i) the liquidati on of the Mortgage Loan, (ii) at the re lated Ginnie Mae Is suer’s
option, either (a) the first Ginni e Mae Certificate Paym ent Date of the Ginnie Mae Project Loan
Certificate following the conversi on of the Ginnie Mae Construction Loan Certificate or (b) the
date of conversion of the Gi nnie Mae Construction Loan Certif icate t o a Gi nnie Mae Pr oject
Loan Certificate, and (iii) the applicable Maturity Date. However, the [Holders of the Securities]
[or the] [related] [Underlying Trust][, as applicable,] will not receive any such a mounts until the
next Distribution Date and will not be entitled to receive any interest on such amounts.
At any tim e following the final endorsem ent of the underlying Mortgage Loan by F HA,
prior to the Maturity Date and upon satisfaction of the prerequi sites for convers ion outlined in
Chapter 32 of the MBS Guide, Ginnie Mae Construc tion Loan Certificates will be re deemed for
Ginnie Mae Project Loan Certificat es. The Ginnie Mae Pro ject Loan Certificates will be issu ed
at th e iden tical inte rest rate as the Ginnie Mae Construction Lo an Certificates. Th e aggreg ate
principal amount of the Ginnie Mae Project L oan Certificates may be less than or equal to the
aggregate amount of a dvances that has been disbursed and insured on the Mortgage Loan
underlying the related Ginnie Mae Construction Loan Certificates . Any difference between the
principal balance of the Ginnie M ae Construction Loan Certificates and the principal balance of
the Ginnie Mae Project Loan Certificates issu ed at conversion will be disbursed to the holders o f
the Ginnie Mae Construction Loan Certificates as principal upon conversion.]
[The Trust PLCs [Group [ ]] [(Underlying the Underlying Certificates)]]
Each Trus t PLC will b e based on and back ed by one o r more m ultifamily Mortgage
Loans with an original term to maturity of generally no more than 40 years.
Each Trust PLC will provide for the payment to the registered holder of that Trust PLC of
monthly paym ents of principal and interest e qual to the aggregate am ount of the scheduled
monthly principal and interest payments on the Mortgage Loans underlying that Trust PLC, less
applicable s ervicing an d guara nty fees. In addition, each su
ch pay ment will include any
prepayments and other unscheduled recoveries of principal of, and any Prepaym ent Penalties on,
the underlying Mortgage Loans to the extent received by the Ginnie Mae Issuer during the month
preceding the month of the payment.
S-20
IV-3-20
The Mortgage Loans
Each Ginnie Mae Multif amily Certificate rep resents a beneficial interest in one or m ore
Mortgage Loans.
[
( )] Mortgage L oans [will] underlie the [Group [ ]] Ginnie Mae Multifam ily
Certificates, [which as o f the Cut-of f Date, cons ist of [
( )] Mortgage Loans that underlie
the] [Group [ ]] Trust PLCs (the “ [Group [ ]] Trust PLC Mortgage L oans”)] [ and [
( )]
Mortgage L oans that underlie the [[Group [ ]] Trust CLCs (the “ [Group [ ] ”] Trust CLC
Mortgage Loans”)]. [[
( )] Mortgage Loans underlie the Group [ ] Underlying Certificate
Trust Assets, [all of which are T rust [PLCs] [CLCs]] [ which as of the Cut-off Date, consist of
[
( )] Mortgage Loans that underlie the [Group [ ]] Trust PLCs (the “[Group [ ]] Trust PLC
Mortgage Loans” [and, collectively with the Group [ ] Trust PLC Mortgage Loans , the “T rust
PLC Mortgage Loans” ])] [ and [
( )] Mo rtgage Loans that und erlie the [Group [ ]] Trust
CLCs (the “[Group [ ]] Trust CLC Mortgage Loans” [and, collectively with the Group [ ] Trust
CLC Mortgage Loans, the “Trust CLC Mortgage Loans”])].]
[These Mortgage Loans have an aggregate balance of approximately $[ ] as of the Cutoff Date, after giving effect to all paym ents of principa l due on or before that date [, which
consist of approxim ately $ [ ] T rust PLC Mortgage Loans and approxim ately $ [ ] Trust CLC
Mortgage Loans].]
[The Group [ ] Trust PLC Mortgage Loans have an aggregate balance of approxi mately
$[
] as of the Cut-off Date, after giving effect to all payments of principal due on or before
that d ate, [and the Group [ ] T rust CLC Mortgage L oans ha ve an aggregate balance of
approximately $[ ] as of the Cut-o ff Date, after giving effect to all payments of principal due
on or before that date].]
[The Group [ ] Trust PLC Mortgage Loans have an aggregate balance of approxi mately
$[
] as of the Cut-off Date, after giving effect to all payments of principal due on or before
that d ate, [and the Group [ ] T rust CLC Mortgage L oans ha ve an aggreg ate balan ce of
approximately $[ ] as of the Cut-o ff Date, after giving effect to all payments of principal due
on or before that date].]
The Mortgage Loans [underlying the Group [ ] Tru st A ssets] have, on a weighted
average basis, the o
ther ch aracteristics se t f orth in the Te
rms Sheet under “Certain
Characteristics of the [Ginnie Mae Multif amily Certif icates and the R elated] Mortgage Loans
Underlying the [Group [ ]] Trust Assets” and, on an indivi
dual basis, the characteristics
described in Exhibit A to this Supplem ent. [The Mortgage Loans underlying the Group [ ]
Underlying Certificate Trust Assets have the characteristics d escribed in the Updated Exhibits A
in Exhibit [D] of this Supplem ent]. They also have the general ch aracteristics described below.
The Mortgage Loans consist of first lien and second lien, m ultifamily, fixed rate m ortgage loans
that are secured by a lien on the borrower’s fee simple estate in a multifamily property consisting
of five or more dwelling units or nursing facilities and [guaranteed by Section 538 or] insured by
FHA or coinsured by FHA and the related m ortgage lender. See “The Ginnie Mae Multifamily
Certificates—General” in the Multifamily Base Offering Circular.
FHA Insurance Programs
FHA multifamily insurance programs generally are designed to ass ist private and public
mortgagors in obtaining financing for the constr uction, purchase or rehabilitation of multifam ily
S-21
IV-3-21
housing pursuant to the National Housing Act of 1934 (the “Housing Act”). Mortgage Loans are
provided by FHA-approved institutions, which
include mortgage banks, commercial banks,
savings and loan associations, trust com panies, insurance com panies, pension funds, state and
local hou sing finance agencies and certain o ther approved entities. Mortgage Loans insu red
under the programs described below will have such maturities and amortization features as FHA
may approve, provided that gener ally the minimum mortgage loan term will be at least ten years
and the m aximum mortgage loan term will not exceed the lesser of 40 y ears and 75 percen t of
the estimated remaining economic life of the improvem ents on the m ortgaged property. Tenant
eligibility for FHA-insured projects generally is not restricted by incom e, except for projects as
to which re ntal subsidies are m ade available w ith respect to som e or all the un its therein o r to
specified tenants.
The following is a summary of the various FHA insurance programs under which [certain
of] the Mortgage Loans [underlying the Group [ ] Ginnie Mae Multif amily Certif icates] are
insured. To the extent a Mortgage Loan [underlying the Group [ ] Ginnie Mae Multifam
ily
Certificates] is insured under multiple FHA insurance programs, you should read each applicable
FHA insurance program description. [NOTE TO TRUS T COUNS EL: Include only the
programs under which Mortgage Loans in the Trust are insured.]
[Section 207 (Mortgage Insurance for Multifamily Housing). Section 207 of the Hous ing
Act provides for federal insuranc e of m ortgage loans originat ed by F HA-approved lenders in
connection with the co nstruction o r substantia l rehab ilitation of m ultifamily housing projects,
which includes m anufactured hom e parks. [The loan underlying the Ginnie Mae Multifam ily
Certificate classified under this section was is sued in connection with a m anufactured hom e
park.]
[Section 213[(i)] (Cooperative Housing Projects) . Section [s] [213] [and] [213(i)] of the
Housing Act provide [s] for FHA insurance of mortgage loans on cooperative housing projects.
Section[s] [213] [and] [213(i)] m ortgage insurance enable [s] nonprofit cooperative ownership
housing corporations or trusts to develop or sp onsor housing projects that will be operated as
cooperatives. By using Section [s] [213] [and] [213(i)] in surance, inv estors can construct or
rehabilitate multifamily housing that will be sold to such nonprofit corporations or trusts.]
[Section 220 (Urban Renewal Mortgage Insurance) . Sect ion 220 of the Housing Act
provides for federal insurance of mortgage lo ans on m ultifamily ren tal p rojects located in
federally aided urban renewal ar eas or in areas havi ng a local redevelopm ent or urban renewal
plan certified by FHA. The m ortgage loans m ay finance the reha bilitation of existing salvab le
housing (including the refina ncing of existing loans) or new c onstruction in targeted areas. The
purpose of Section 220 is to encourage quality re ntal housing in urban areas targeted for overall
revitalization.]
[Section 221(d) (Housi ng for Modera te Income and Displaced Families) . Section [s]
[221(d)(3)] [and] [221(d)(4)] of the Housing Act provide [s] for m ortgage insura nce to assis t
private industry in the construction or substantial rehabilitation of rental and cooperative housing
for low- and moderate-income families and families that have been displaced as a result of urban
renewal, governmental actions or disaster.]
[Section 223(a)(7) (Refinanci ng of FHA-Insured Mortgages) . Section 223(a)(7) of the
Housing Act permits FHA to refinance existing insured mortgage loans under any section or title
of the Housing Act. Such refi nancing results in prepaym ent of the existing insured mortgage.
S-22
IV-3-22
The new, refinanced m ortgage lo an is lim ited to the original principal am ount of the existing
mortgage loan and the unexpired term of the existing mortgage loan plus 12 years.]
[Section 223(d)(Operating Loss Loans) . Section 223(d) of the Housing Act provides for
FHA insurance of separate loans that cover (1 ) operating losses during th e first 2 years after
completion or (2) up to 80% of the unreimbursed cash contributions by the project owner during
any period of up to two years with in the first 10 years after date of completion of the project.
The project must be secured by an existing HUD-insured first mortgage loan.]
[Section 223(f ) (Purchase or Refinancing of Existing Projects) . Se ction 223(f) of the
Housing Act provides for federal insurance of
m ortgage loans originated by FHA-approved
lenders in connection with the purchase or
refinancin g of existing m ultifamily housi ng
complexes, hospitals and nursing hom es that do not require substantial rehabilitation. The
principal objective of the Secti on 223(f) program is to perm it the refinancing of mortgage loans
to provide for a lower debt service or the purchas e of existing properties in order to preserve an
adequate supply of affordable re ntal housing. S uch projects m ay have been financed originally
with conventional or FHA-insured mortgage loans.]
[Section 231 (Mortgage Insurance for Rental Housing for the Elderly). Section 231 of
the Housing Act prov ides f or insu rance of m ortgage loans to f acilitate the construction and
substantial rehabilitation of m ultifamily rental housing for elderl y (62 or o lder) or dis abled
persons. The m ortgage insurance m ay be use d to finance the construction and substantial
rehabilitation of detached, sem i-detached, walk -up or elevator type rental housing designed
specifically for elderly or disabl ed individuals consisting of 8 or m ore dwelling units. Section
231 was designed to increase the supply of rental housing specifically for the use and occupancy
of elderly and/or disabled persons.]
[Section 232 (Mortgage Insurance for Nursin g Homes, Immediate Care Facilities and
Board and Care Homes). Section 232 of the Housing Act pr ovides for FHA insurance of private
construction m ortgage loans to fi nance new or rehabilitated nursi ng ho mes, intermediate c are
facilities, board and care homes, assisted living for the frail or elderly or allowable combinations
thereof, including equipm ent to be used in
their operation. Section 232 also provides for
supplemental loans to finance the purchase and in stallation of fire safety equipm ent in these
facilities.]
[Section 236 (Mortgage Insurance for Subsidized Rental Housing Projects). Section 236
of the Housing Act combines governm ental mortgage insurance on multifamily housing projects
with supplemental payments to reduce the project owners’ monthly debt service payments. The
supplemental paym ents are paid directly to th e m ortgagee of the project for the purpose of
reducing the interest paym ent due from the proj ect owner. The objectiv e of these supplem ental
payments is to reduce rental paym ents required of low-income and elderly residents. To qualify
for rental assistance under Secti on 236, tenants’ annual income must be less than 80 percent of
the median income of the area. Originations under Section 236 are no longer active, although
refinancings under Section 223(a)(7) are authorized.]
[Section 24 1 (Supplemental Loans for Multifa mily Projects) . Section [s] [241][,] [ and]
[241(a)] [and] [ 241(f)] of the Housing Act provide [s] for FHA insurance to finance property
improvements, energy-conserving improvem ents, supplem ental increases or additions to any
FHA-insured m ultifamily loan. T he overall purpos e of the Section 241 loan p rogram is to
provide a project with a m eans to remain competitive, to extend its economic life and to finance
S-23
IV-3-23
the replacem ent of obsolete equipm
ent w ithout the refinancing of the existing
mortgage.]****[Confirm whether equipment is part of the security for th e insured loan. If
so, additional analysis will need to be done to ensure the LTV (excluding the v alue of the
equipment) satisfies REMIC eligibility requirements].
[Section 538 Guarantee Program
The Section 538 Guaranteed Rural Rental H ousing Program (“Section 538”) is under the
United States Department of Agriculture Ru ral Development (“Rural Development”). See “The
Ginnie Mae Multifamily Certificates—Section 538 Guarantee Program” in the Multifamily Base
Offering Circular.
The following is a summ ary of Sec tion 538 unde r which certain of the Mortgage Loans
are guaranteed.
Section 538 . Section 538 was establis hed pursuant to T itle V of the Housing Act.
Section 538 is designed to increase the supply of affordable rural rental housing, through the use
of loan guarantees that encourage partnerships between Rural Development, private lenders and
public agencies.
[Under Section 515 of Title V of the Housing Act, Rural Developm ent is authorized to
make direct loans secu red by m ultifamily properties with respect to which the tenants m ay
include ve ry low-, low- and m oderate-income f amilies, elderly p ersons and persons with
handicaps and disabilities. Under S ection 538, Ru ral Development subsequently may guarantee
new loans, secured by the same properties, made to revitalize the properties.]]
[See the [related] Underlying Certificate D isclosure Docum ent[s] for i nformation
regarding the FHA insurance program s [and if applicable, the Section 538 Guarantee Program ]
for the Group [ ] Underlying Certificate Trust Assets.]
Certain Additional Characteristics of the Mortgage Loans
Mortgage Rates; Calculations of Interest. The Mortgage Loans bear interest at Mortgage
Rates that will remain fixed for their remaining terms. All of the Mortgage Loans accrue interest
on the basis of a 360-day year consisting of twelve 30-day m onths. See “Characteristics of the
Ginnie Mae Multifamily Certificates and the Related Mortgage Loans” [, in th e c ase of th e
Group [ ] Securities, ] in Exhibit A to this Supplement [and, in the case of the Group
[ ]
Securities, in the Updated Exhibit[s] A in Exhibit [D] to this Supplement].
Due Dates. Monthly paym ents on the Mortgage Loans are due on the first day of each
month.
Amortization. The [Trust PLC] Mortgage Loans are generally fully-amortizing over their
remaining terms to stated maturity. However, ce rtain of the [Trust PLC] Mortgage Loans [may]
amortize based on their contract ual paym ents to stated m aturity, at which tim e the unpaid
principal balance plus accrued interest thereon is due.
[[Certain] [None] [ ] of the [Group [ ]] Trust CLC Mortgage Loans have begun to
amortize as of the Cut-off Date. ] [ Certain] [None] [ ] of the [Group [ ]] Trust CLC Mortgage
Loans [and [none] [ ] of the Group [ ] Trust C LC Mortgage Loans ] have begun to am ortize as
of the Cut-off Date.] [It is expected that [ ] of the [Group [ ]] Trust CLC Mortgage Loans [and [
] of the Group [ ] Trust CLC Mortgage Loans ] will begin to am ortize beginning in [INSERT
MONTH AFTE R CLOSING DAT E], 20[ ] .] [ However, regardless of the scheduled
S-24
IV-3-24
amortization of Trust C LC Mortgage Loans, the Trust [or the related Underlying Trust, as
applicable,] will not be entitled to receive any principal payments with respect to any Trust CLC
Mortgage Loans until th e earliest of (i) the liquidation of the Mortgage Loan, (ii) a t the rela ted
Ginnie Mae Issuer’s opti on, either (a) the first Ginnie Mae Certificate Payment Date of the
Ginnie Mae Project Loan Certificate following the conversion of the Ginnie Mae C onstruction
Loan Certificate or (b) the date of conversion of the Ginnie Mae Construction Loan Certificate to
a Ginnie M ae Project L oan Certificate, and (iii) the applicable Maturity Date. The Ginnie Mae
Issuer will deposit any principal payments that it receives in connection with any Trust CLC into
the related P&I Custodial Account . The T rust will not be enti tled to recover any interest
thereon.]
Certain of the Mortgage Loans m ay provide th at, if the related borrow er makes a partial
principal p repayment, such borrow er will no t be in def ault if it f ails to m ake any subsequent
scheduled payment of principal provided that such borrower continues to pay interest in a timely
manner and the unpaid principal balance of such Mort gage Loan at the tim e of such failure is at
or below what it would otherwis e be in accordance with its am ortization schedule if such partial
principal prepayment had not been made. Under certain circumstances, the Mortgage Loans also
permit the ream ortization thereof if prepaym ents are received as a result of condem nation or
insurance payments with respect to the related Mortgaged Property.
Level Payments. [For Security Group [ ],] Although the Mortgage Loans [(other than the
Mortgage Loan [s] designated by Pool Number
[s] [
])] cur rently h ave am ortization
schedules that provide for level monthly payments[, (or, in the case of Pool Number[s] [ ] [and [
]], amortization schedules that provide for level payments until maturity and then a final balloon
payment at m aturity, as described in Exhibit A to this Supplement)] the amortization schedules
of substantially all of the FHA-insured Mortgage Loans are subject to change upon the approval
of FHA that m ay result in non-level paym ents. [See Exhibits B, C and D to this Supplement for
certain information re garding the characteristics of
the Mortgage Loans underlying the
Underlying Trust[s] in Security Group [ ].]
[In the case of Pool Number [ ], the principal and interest payment scheduled to be made
on the first business day of each month is as follows:
From [
] through, and including, [
]
$
From [
] through, and including, [
]
$
In [
]
The rem aining balance of all unpaid
principal plus accrued interest thereon.]
Furthermore, in the abs ence of a change in the am ortization schedule of the Mortgage
Loans, Mortgage Loans that provide for leve l monthly paym ents m ay still receive non-level
payments as a result of the fact that, at any time:
S-25
FHA may permit any FHA-insured Mortgage Loan to be re financed or prepaid in
whole or in part without re gard to any lockout period [, statutory prepaym ent
prohibition period] or Prepayment Penalty; and
condemnation of, or occurrence of a casualty loss on, the Mortgaged Property
securing an y Mortgage Loan or the
acceleration of paym ents due under any
Mortgage Loan by reason of a default may result in prepayment.
IV-3-25
“Due-on-Sale” Provisions . The Mortgage Loans do not contain “due-on-sale” clauses
restricting sale or other transf er of the related Mortgaged Pr
operty. Any transfer of the
Mortgaged Property is subject to HUD review and approva
l under the term s of HUD’s
Regulatory Agreement with the owner, which is incorporated by reference into the mortgage.
Prepayment Restrictions. [Certain of the] [The] Mortgage Loans have lockout provisions
that prohibit voluntary prepaym ent for a number of years fol lowing origination. [These] [The]
Mortgage L oans [underlying the Group [ ] Trust Assets ] have rem aining lockout term s that
range from [ ] to [ ] months [and] [. The Mortgage Loans [underlying the Group [ ] Trust
Assets]] have a weighted average remaining lockout term of approximately [ ] months. [Certain
of the Mortgage Loans are insured under FHA insurance pr ogram Section 223(f) which, with
respect to c ertain mortgage loans in sured thereunder, prohibits prepayments for a period of five
(5) years from the date of endorsement, regardle ss of any applicable loc kout periods associated
with such mortgage loan s.] [[The] [Certain of the ] Mortgage Loans underlying the Group [ ]
Underlying Certificate Trust Assets have remaining lockout term s that range from [ ] to [ ]
months. See the Updated Exhibit [s] A in Exhibit [D] for additional information with resp ect to
remaining lockout periods of the
Mortgage Loans underlying the Group
[ ] Underlying
Certificate Trust Assets.] The enforceability of these lockou t provisions under certain state laws
is unclear.
[Certain of the ] [The] Mortgage L oans have a period (a “Prepaym ent Penalty Period”)
during which voluntary prepaym ents must be acco mpanied by a prepay ment penalty equal to a
specified percentage of the principal am ount of the Mortgage Loan being prepaid [or based on a
specified yield maintenance formula] (each, a “Prepayment Penalty”). Each Prepayment Penalty
Period will f ollow the term ination of the [applicable] lockout period [ or, if no lo ckout period
applies, the applicab le Issue Date ]. See “Characteristics of th e Ginnie Mae Multifamily
Certificates and the Related Mortgage Loans” [, in the case of the Group [ ] Securities, ] in
Exhibit A to this Supplement [and, in the case of the Group [ ] Securities, the Updated Exhibit[s]
A in Exhibit [D] to this supplement ]. [NOTE TO TRUST COUNSEL : List any special
circumstances regarding the lockout periods of certain mortgage loans.]
[In the case of the Group [ ] Securities, ] Exhibit A [and, in the case of the Group [ ]
Securities, Exhibit [D],] to this Supplement set[s] forth, for each Mortgage Loan, as applicable, a
description of the related Prepaym ent Penalty, [if any,] the period during which the Prepaym ent
Penalty applies and the first month in which the borrower may prepay the Mortgage Loan.
Notwithstanding the foregoing, FHA guidelin es require all of the FHA- insured Mortgage
Loans to include a provision that allows FHA to override any lockout and/or Prepayment Penalty
provisions in accordance with FHA policies and procedures. [Additionally, FHA may permit an
FHA-insured Mortgage Loan to be prepaid in w hole or in part without regard to any statutory or
contractual prepayment prohibition period in accordance with FHA policies and procedures.]
[Notwithstanding the foregoing, the [Trust] [or] [the] [related] [Underlying Trust ][, as
applicable,] will not be entitled to receive a
ny principa l prepaym ents [or any applicab le
Prepayment Penalties] with respect to the Trus t CLC Mortgage Loans u ntil the earliest of (i) the
liquidation of such Mortgage Loans, (ii) at the related Ginnie Mae Issuer’s option, either (a) the
first Ginnie Mae Certificate Paym ent Date of t he Ginnie Mae Project Loan Certificate following
the conversion of the Ginnie Mae C onstruction Loan Certificate or (b) the date of conversion of
the Ginnie Mae Construction Loan Certificate to a Ginnie Mae Project Loan Certificate, and (iii)
S-26
IV-3-26
the applicable Maturity Date. However, the Ho lders of the Securities w ill not receive any such
amounts until the n ext Distribution Date an d will not be en titled to receive any in terest on su ch
amount.]
Coinsurance. Certain of the Mortgage Loans
may be fe derally insured under FHA
coinsurance programs that prov ide for the reten tion by the mortgage lende r of a portion of the
mortgage insurance risk that otherw ise woul d be assum ed by FHA under the applicable FHA
insurance program. As part of such coinsurance programs, FHA delegates to m ortgage lenders
approved by FHA for participation in such coin surance programs certain underwriting functions
generally performed by FHA. Acco rdingly, there can be no assura nce that such m ortgage loans
were underwritten in conformity with FHA underwriting guidelines applicable to mortgage loans
that we re s olely f ederally insured or tha t the default r isk with re spect to co insured m ortgage
loans is co mparable to that of FHA-insured m ortgage loans generally. As a result, there can be
no assurance that the likelihood of
future default or the rate of prepaym
ent on coinsure d
Mortgage Loans will be comparable to that of FHA-insured mortgage loans generally.
The Trustee Fee
On each Dis tribution Date, the Trustee will reta in a fixed percentage of all p rincipal and
interest distributions received on [specified] [the] Trust Assets in payment of the Trustee Fee.
GINNIE MAE GUARANTY
The Governm ent National Mortgage Associ ation (“Gin nie Ma e”), a wholly -owned
corporate instrum entality of th e United States of America w ithin HUD, guarantee s the tim ely
payment of principal and intere st on the Securities. The Ge neral Counsel of HUD has provided
an opinion to the ef fect that Ginn ie Mae has the authority to guarantee multiclass s ecurities and
that Ginnie Mae guaranties will constitute general obligations of the United States, for which the
full f aith an d credit of the United States is p ledged. See “Ginnie Mae Guaranty” in the
Multifamily Base Offer ing Circu lar. Ginnie Mae does not guarantee the paym
ent of any
Prepayment Penalties.
DESCRIPTION OF THE SECURITIES
General
The description of the Securi ties contained in this Supplem ent is not com plete and is
subject to, and is qualified in its e ntirety by r eference to, all of the provisions of the Trust
Agreement. See “Description of the Securities” in the Multifamily Base Offering Circular.
Form of Securities
[Each Class of Securities other th an the Residu al Securities] [Class [ ]] initially will be
issued and m aintained in book-entry form and may be transferred on ly on the Fedwire BookEntry System. Beneficial Owners o f Book-Entry Securities will or dinarily hold these Securities
through one or m ore financial in termediaries, such as banks, brokerage firm s and securities
clearing organizations that are eligible to maintain book-entry accoun ts on the Fedwire BookEntry System. By request accom panied by th e paym ent of a transfer fee of $25,000 per
Certificated Security to be is sued, a Benefi cial Owner m ay receive a Regular Security in
certificated form.
S-27
IV-3-27
The Residual Securities will not be issued in book-entry form but will be issued in fully
registered, certificated for m and m ay be transf erred or exchanged, subject to the transfer
restrictions applicable to Residual Securities s et forth in th e Trust Agreem ent, at the Corporate
Trust Office of the Trustee located at [INSERT ADDRESS OF TRUSTEE]. See “Description
of the Secu rities—Forms of Securities; Book -Entry Proc edures” in the Multifamily Base
Offering Circular.
Each Class [(other than the In creased Minimum Denom ination Class [es])] w ill b e i ssued i n
minimum dollar denominations of initial principal balance of $1,000 and integral multiples of $1
in excess of $1,000.
[The Increased Minim um Denom ination Class [es] w ill b e i ssued i n
minimum denominations that equal $100,000 in initial [principal] [or] [notional] balance] [or (ii)
the initial [principal] [or] [notional] balance if such balance is less than $100,000].]
Distributions
Distributions on the Securities will be made on each Distribution Date, as specified under
“Terms Sheet—Distribu tion Date [s]” in this S upplement. On each Distribu tion Date for a
Security, or in the case of the Ce rtificated Securities, on the f irst Business Day af ter the rela ted
Distribution Date, the Distribution Amount will be d istributed to the Holders of record as of the
related Record Date. Benefici al Owners of Book-Entry Securiti es will receive distribu tions
through credits to accounts m aintained for th eir benefit on the books and records of the
appropriate financial intermediaries. Holders of Certificated Securities will receive distributions
by check or, subject to the restrictions set f orth in the Multif amily Base Off ering Circula r, by
wire transfer.
See “Description of the Securities
— Distributions” and “— Method of
Distributions” in the Multifamily Base Offering Circular.
Interest Distributions
The Interest Distributio n Am ount will be di stributed on each Distribu tion Date to the
Holders of all Classes of Securities entitled to distributions of interest.
Interest will be calculated on the basis of a 360-day year consisting of twelve 30day months.
Interest distributable on any Class for any Distributi on Date will consist of 30
days’ inte rest on its Cla ss Prin cipal Balance [(or Class Notional Balance) ] as of
the related Record Date.
Investors can calculate the amount of interest to be distributed [(or accrued, in the
case of the Accrual Class [es])] on each Class of Securitie s for any Distributio n
Date by using the Class Factors published in the preceding month. See “—Class
Factors” below.
Categories of Classes [and Components]
For purposes of interest distribution s, the Classes will b e categorized as shown under
“Interest Type” on the front cover [and on Schedule I ] of this Supplem ent [, and Components
will be categorized as shown under “Term s Sheet — Component Clas ses” in this Supplement].
The abbreviations used in this Supplem ent to de scribe the interest en titlements of t he Classes
[and Com ponents] are explained under “Cla ss Types” in Appendix I to the Multifa mily Base
Offering Circular.
S-28
IV-3-28
Accrual Period[s]
[The Accrual Period for each Regular [and MX] Class is set forth in the table below:
Class
Accrual Period
[Fixed Rate Class
Delay Class[es]]
[es]] [ and The calendar month preceding the related Distribution Date
month preceding the related
[[Floating Rate ] [and] [Inverse From the 16th day of the
Floating R ate Classes ] [other Distribution Date throu gh the 15 th day of the month of that
Distribution Date]
than Delay Class[es]]
[The Accrual Period for each Regular [and MX] Class is the calend ar month preceding
the related Distribution Date.]
[Fixed Rate Class[es]
The Fixed Rate Class[es] will bear interest at the per annum Interest Rate[s] shown on the
front cover [or on Schedule I] of this Supplement.]
[[Floating Rate] [and] [Inverse Floating Rate] Class[es]
The [Floating Rate ] [and] [Inverse Floating Rate ] Class [es] will bear interes t as s hown
under “Terms Sheet — Interest Rates” in this S upplement. The Interest Rates for the [Floating
Rate] [and] [Inverse Floating Rate ] Class [es] will b e bas ed on [LIBOR]. [LIBOR will b e
determined based on the [BBA LIBOR] [LIBO] method, as described unde r “Description of the
Securities — Intere st Rate Indi ces — Determ ination of LIBOR —
[BBA LIBOR ][LIBO
Method]” in the Multifamily Base Offering Circular.]
For information regarding the manner in which the Trustee determines [LIBOR] and
calculates the Interest Rates for the [Floating Rate] [and] [Inverse Floating Rate] Class[es], see
“Description of the S ecurities — Intere st Rate Indices — Determination of [LIBOR]” in the
Multifamily Base Offering Circular. We can provide no assurance that LIBOR for a Distribution
Date accurately rep resents the offered rate at which one-month U.S. dollar depo sits are bein g
quoted to prim e banks i n the London interbank m arket, nor that the pro cedures for calcu lating
the interest settlement rate of the BBA for one-month U.S. dollar deposits will not change. Any
change in LIBOR val ues resultin g from any ch ange in reporting or in the determ ination of
LIBOR m ay cause L IBOR to fluctuate disproportio nately to changes in other m arket lending
rates.]
[NOTE TO TRUST COUNSEL: Include the follow ing paragraph when there are
Floating Rate, Inverse Floatin g Rate or Toggle Classes.] The Trustee’s determ ination of
[LIBOR] and its calculation of the I nterest Rates will be final, ex cept in the case of clear error.
Investors can obtain [LIBOR] levels and Interes t Rates for the curren t and precedin g Accrual
Periods from Ginnie Mae’s Multic lass Securities e-Access located on Ginnie Mae’s website (“eAccess”) or by calling the Information Agent at (800) 234-GNMA.]
[Weighted Average Coupon Class[es]
The W eighted Average Coupon Class [es] will b ear in terest [[at [a] per annum Interest
Rate[s]] [based on [Group [ ]] WACR [or Group [ ] WACR]][, as applicable,] as shown under
“Terms Sheet—Interest Rates” in this Supplement.
S-29
IV-3-29
The Trustee ’s calcula tion of the Interest Ra tes will be f inal except in the case of c lear
error. Investors can ob tain In terest Rates for the current a nd preced ing Accrual P eriods from
[Ginnie Mae’s Mul ticlass Securities] e-Access [located on Ginnie Mae’s website (“e-Access ”)]
or by calling the Information Agent at (800) 234-GNMA.]
[Partial Accrual Class
Class [ ] is a Partia l Accrual Cla ss. Interes t will acc rue on the Partial Accrual Class
and be distributed as described under “Terms Sheet—Partial Accrual Class” in this Supplement.]
[Accrual Class[es]
[Each of ] Class [ ] [and Class [ ]] is an Accrual Class. Interest will accrue on the
Accrual Class [es] and be distributed as describe d under “Term s Sheet—Accrual Class [es]” in
this Supplement.]
Principal Distributions
The [Principal Distribution Am ount] [or the ] [Adjusted Principal Distribution Amount ]
[for each Security Grou p, as app licable,][and the Accrual Am ount[s]] will be distributed to th e
Holders entitled thereto as described above under “Terms Sheet—Allocation of Principal” in this
Supplement.
Investors can calculate the am ount of principa l to be distributed with respect to any
Distribution Date by using the Class Factors published in the preceding and current months. See
“—Class Factors” below.
Categories of Classes[ and Components]
For purposes of principal distributions, the Cl asses will be catego rized as shown under
“Principal Type” on the front cover [and on Schedule I ] of this Supplem ent, [and Components
will be categorized as s hown under “Term s Sh eet—Component Classes ” in this Supplem ent].
The abbreviations used in th is Supplement to describe the princ ipal entitlements of the Classes
[and Com ponents] are explained under “Cla ss Types” in Appendix I to the Multifa mily Base
Offering Circular.
[Component Class[es]
[Each of] [Class ] [and Class
] [is] a Component Class and has Com ponents with
the designations and characterist ics shown under “Term s Sheet — Component Classes” in this
Supplement. Components will not be separately issued or transferable.]
[Notional Class[es]
The Notion al Clas s[es] will not receive principal d istributions. For convenience in
describing interest distributions, the Notional Class [es] will have the origin al Cla ss Notional
Balance[s] shown on the front cover
[and on Schedule I ] of this Supplem ent]. The Clas s
Notional Balance[s] will be reduced as shown under “Term s Sheet—Notional Class [es]” in th is
Supplement.]
Prepayment Penalty Distributions
The Trustee will distrib ute any Pre payment Penalties tha t are rec eived by the Trust
during the rela ted inte rest A ccrual Period as described in
“Term s Sheet—Allo cation of
Prepayment Penalties” in this Supplement.
S-30
IV-3-30
Residual Securities
[The Class R Securities will represent the beneficial ownership of the Residual Interest in
the Trust REMIC, as described in “Certain United States Federal Incom e Tax Consequences” in
the Multifamily Base Of fering Circular.] [The Class RR Securities will represent the beneficial
ownership of the Residual Interest [in each Trust REMIC ] [in the I ssuing REMIC and the
beneficial ownership of th e Residu al In terest in [the] [ each] Pooling REMIC ], as described in
“Certain United States Federal Inc ome Tax C onsequences” in the Mu ltifamily Base Of fering
Circular.] [The Class RI Securitie s will repr esent th e be neficial ownership of the Residua l
Interest in the Issuing REMIC, a nd the Cla ss RP Secu rities will represen t the beneficial
ownership of the Resi dual In terest in [the] [each] Pooling REMIC, a s desc ribed in “Cer tain
United State s Federal In come Tax Consequences” in the Multif amily Base Of fering Circula r.]
[The Class [R] [RR] [RI and Class RP ] Securities have no Class Pr incipal Balance and do not
accrue interest.] [In addition to payments of principal and interest, the] [The] Class [R] [RR] [RI
and RP ] Securities will be entitled to receive the proceed s of the disposition of any assets
remaining in the [related] Trust REMIC [s] after the Clas s Principal Balance [or Class Notional
Balance] of each Class o f Regular Securities [in the rela ted Security [Group] [or] [Groups]] has
been reduced to zero. However, any rem aining proceeds are not lik ely to be significant. The
Residual Securities m ay not be transferred to
a Plan Investor, a Non-U.S. Person or a
Disqualified Organization.
Class Factors
The Trustee will calcu late and m ake available for each Class of Securitie s, no later than
the day preceding the Distribution Date, the factor (carried out to eight decimal places) that when
multiplied by the Original Class Principal Balance [(or original Class Notional Balance)] of that
Class, determines the Class Principal Balance [(or Class Notional Balance)] after giving effect to
the distribution of principal to be made on the Securities [(and any addition to the Class Principal
Balance of [the] [an] [a] [Partial] Accrual Class) ] [or any reduction of Cl ass Notional Balance]
on that Distribution Date (each, a “Class Factor”).
S-31
The Class Factor for any Class of Securitie
s for each month following the
issuance of the Secur ities will ref lect its r emaining Class Princip al Ba lance [(or
Class Notio nal Balanc e)] after giving effect to any principal distribution
[(or
addition to principal) ] to be m ade or any reducti on of Class Notional B alance on
the Distribution Date occurring in that month.
The Class Factor for each Class for the month of issuance is 1.00000000.
[The Class Factors for the MX Clas s[es] and th e Class[es] of REMIC Securities
that [are] [is] exchangeable for the MX Class[es] will be calculated assuming that
the maximum possible amount of each Class is outstanding at all times, regardless
of any exchanges that may occur.]
Based on the Class Factors published in the preceding and current m onths (and
Interest Rates), inv estors in any Class [(other than [the] [an] [a] [Partial] Accrual
Class)] can calculate the am ount of principal and interest to be distributed to that
Class[, and investors in [the] [any] [Partial] Accrual Class can cal culate the total
amount of principal [and interest] to be distributed to (or interest to be added to
IV-3-31
the Class Principal Balance of) that Class ] on the Distribution Date in th e current
month.
Investors may obtain current Class Factors on e-Access.
See “Descr iption of th e Secur ities—Distributions” in th e Multifamily Base Offering
Circular.
[Trading
For the sole purpose of f acilitating trading and s ettlement, the Princ ipal Only Class [es]
will be treated as non-d elay classes. ] [NOTE T O TRUS T COUNSE L: CONFIRM WITH
SPONSOR WHETHER PRINCI PAL ONLY CLASSES ARE TO BE MARKETED AS
DELAY OR NON-DELAY CLASSES.]
Termination
The Trustee, at its option, may purchase or cause the sale of the Trust Assets and thereby
terminate the Trust on any Dist ribution Date on which the aggr egate of the C lass Principal
Balances of the Securitie s is less tha n 1% of the aggregate Original Class Principal Balances of
the Securities. On any Distribution Date upon the Trustee’s determination that the REMIC status
of [the] [any] Trust RE MIC has be en lost o r that a subs tantial risk exists that this s tatus will be
lost f or th e then cur rent taxab le year, th e Tr ustee will term inate th e Trust and retire th e
Securities.
Upon any term ination of the Trust, the Holder of any outstanding Secu rity (other than a
Residual [or Notional Class] Security) will be entitled to receive that Holder’s allocable share of
the Class Principal Balance of that Class plus any accrued and unpaid interest thereon at the
applicable I nterest Ra te[, and any Holder of any outstanding Notional Class Security will be
entitled to receive that Holder’s allocable share of any accrued and unpaid interest th ereon at the
applicable I nterest Rate ]. The Residual Holder s will be en titled to their pro ra ta s hare of any
assets remaining in the [related] Trust REMIC[s] after payment in full of the amounts described
in the foregoing sentence. However, any remaining assets are not likely to be significant.
[Modification and Exchange
All or a portion of the Class[es] of REMIC Securities specified on the front cover m ay be
exchanged for a proportionate interest in the related MX Class [or Classes] shown on Schedule I
to this Supp lement. Sim ilarly, all or a portion of the related MX Class [or Cl asses] m ay be
exchanged for proportionate interests in the related Class [or Classes] of REMIC Securities [and,
in the case of Combination [ ], other related MX Classes]. This process may occur repeatedly.
Each exchange may be effected only in proportions that result in the principal and interest
entitlements of the Securities r eceived being equal to the entitlem ents of the Securitie s
surrendered.
[In the ca se of Combination[s][,] [
], [the Class [ ] and Class [ ] Securities]]
[The related REMIC securities ] m ay be exchanged for proportio nate interests in various
subcombinations of MX Classes. Sim ilarly, all or a portion of these MX Classes m
ay be
exchanged for proportionate interests in th
e related REMIC Securities or in other
subcombinations of the related MX Classes. Each subco mbination m ay be effe cted only in
proportions that result in the principal and inte rest entitlements of the Securities received being
S-32
IV-3-32
equal to the entitlem ents of the Sec urities surrendered. See the example under “Description of
the Securities—Modification and Exchange” in the Multifamily Base Offering Circular.]
[Each MX Class that is a W
eighted Aver age Coupon Class will ac crue interest as
described under “Terms Sheet — Interest Rates” in this Supplem
ent. [NOTE TO TRUS T
COUNSEL: USE THE FOLLOWING LANG UAGE IF ALL OF THE MX CLASSES
THAT ARE SUBJECT TO FORCED
EXCHANGE HAVE BOTH THE 1200%
LIMITATION FORCED EX CHANGE AND THE PREPAYM ENT PENALT Y DRIVE N
FORCED EXCHANGE: [For [each of] Class[es] [ ] [ and [ ]], in the event tha t either (1) the
Interest Rate of [any] s uch MX Class will equ al or ex ceed 1200% per annum for any Accrual
Period, or (2) [the Clas s Principal Balance of Class [es] [ ] [ or] [ ] [ or] [ the Class Notiona l
Balance of Class [es] [ ] [ or] [ ]] will be redu ced to zero on any Distr ibution Date, the Truste e
will, prior to the close of business on the last Business Day of the calendar m onth immediately
preceding the related Distribution Date in the first case, and prior to the related Distribution Date
on which the [Class Principal Balance ] [or] [Class Notiona l Balan ce][, as applicab le,] of such
MX Class would be reduced to zero in the second case, effect a mandatory exchange of such MX
Class for its related REMIC Securities [and MX Securities [, if applicable ]]. T hereafter, no
further exchanges of such REMIC Securities
[and MX Securities [, if applicab le]] will b e
permitted [for the rela ted Com bination].] [NOTE TO TRUS T COUNSEL: USE TH E
FOLLOWING APPLICABLE LANGUAGE IF NOT ALL OF THE MX CLASSES THAT
ARE SUBJECT TO FORCED EXCHANGE HAVE BOTH THE 1200% LIMITATIO N
FORCED EXCHANGE AND T HE PREP AYMENT PENALT Y DRIVE N FORCE D
EXCHANGE: In the event that [the Class Prin cipal Balance of Class [es] [ ] [ or] [ ] [ or] [the
Class Notio nal Balan ce of Class [es] [ ] [ or] [ ]] will b e r educed to z ero on any Distribu tion
Date, the Trustee will, prior to th e rela ted Distr ibution Date on which the [Class Principal
Balance] [or] [Class Notional Balance ][, as app licable,] of su ch MX Class would be reduced to
zero, effect a m andatory exchang e of [Class [ ]] [such MX Class ] f or its related REMI C
Securities [and MX Securities[, if applicable]]. Thereafter, no further exchanges of such REMIC
Securities [and MX Securities [, if applicable]] will be pe rmitted [for the rela ted Combination].]
[In the even t that th e Interest Rate[s] of Class [es] [ ] [or [ ]] will equ al or exceed 1200% per
annum for any Accrual Period, the Trustee will,
prior to the close of business on the last
Business Day of the calendar m onth immediately preceding the related D istribution Date, effect
a mandatory exchange o f such MX Class for its related REMIC Securities [and MX Securities[,
if applicable]. Thereafter, no further excha nges of such REMIC Securities [and MX Securities[,
if applicable]] will be permitted [for the related Combination].]
A Beneficial Owner proposing to effect an ex change must notify the Trustee through the
Beneficial Owner’s Book Entry D epository particip ant. T his notice must be received by the
Trustee not later than two Business Days before the proposed exchange date. The exchange date
can be any Business Day other than the last Business Day of the month. The notice must contain
the ou tstanding pr incipal ba lance o f the Secu rities to be included in the ex change and the
proposed exchange date. The notice is required to be delivered to the Trustee [by email to [
]
or] in writing at its Corporate Trust Office at [ADDRESS], Attention: [
]. The
Trustee may be contacted by telephone at [( )
] and by fax at [(
)
].
A fee will b e payable to the Trus tee in connect ion with each exchange equal to 1/3 2 of
1% of the o utstanding principal balance [(or notional balance) ] of the Sec urities surrendered for
exchange (but not less than $2,000 or m ore than $25,000) [; provided, however, [that no fee will
S-33
IV-3-33
be payable in respect of a m andatory exchange described above][; and provided, further,] that no
fee will be payable in r espect of an intere st onl y security, unless all se curities invo lved in the
exchange are interest o nly securities ]. [If the notiona l balance of the inter est on ly securitie s
surrendered exceeds tha t of the interest only sec urities re ceived; the fee will be based on the
latter.] The fee must be paid concurrently with the exchange.
The first distribution on a REMI C Security or an MX Security received in an ex change
will be m ade on the Dis tribution Date in th e month following the m onth of the exchange. The
distribution will be m ade to the Holder of reco rd as of the Record Date in th e m onth of
exchange.
See “Description of the Securities—Modification and Exchange” in the Multifamily Base
Offering Circular.]
YIELD, MATURITY AND PREPAYMENT CONSIDERATIONS
General
The prepay ment experience of the Mortgage Loans will af fect the W eighted Average
Lives of and the yields realized by investors in the [related] [Securities].
Mortgage Loan principal paym
unscheduled amortization.
The terms of each Mortgage Loan provide that, following any applicab le lockout
period and upon paym ent of any applicable Prepaym ent Penalty, the Mortgage
Loan may be voluntarily prepaid in whole or in part.
In addition, in som e circum stances F HA m ay pe rmit an FHA-insured Mortgage
Loan to be refinanced or prep
aid without regard to any lockout
[, s tatutory
prepayment prohibition] or Prepayment Penalty provisions. See “Characteristics
of the Ginnie Mae Multifamily Certi ficates and the Related Mortgage Loans [,]”
[in the case of the Group [ ] Securities,] in Exhibit A to this Supplement [and, in
the case of the Group [ ] Securities, in the Updated Exhibit [s] A in Exh ibit [D] to
this Supplement].
The condemnation of, or occurrence of a casualty loss on, the Mortgaged Property
securing an y Mortgage Loan or the acceleration of paym
ents due under the
Mortgage Loan by reason of default may also result in a prepayment at any time.
ents m ay be in the form of scheduled or
Mortgage Loan prepayment rates are likely to fluctuate over time. No represen tation is
made as to the expected W eighted Average L ives of the Securities o r the p ercentage of th e
original unpaid principal balance of the Mortgage Loans that wi ll b e p aid to Hold ers a t any
particular time. A number of factors may influence the prepayment rate.
S-34
While some prepayments occur randomly, the payment behavior of the Mortgage
Loans may be influenced by a variety of economic, tax, geographic, demographic,
legal and other factors.
These factors m ay include the age, geogr aphic distribution and paym ent terms of
the Mortgage Loans; rem aining depreciab le lives of the underlying properties;
characteristics of the borrowers; am ount of the borrowers’ equity ; the availability
IV-3-34
of m ortgage financing; in a fluctuating interest r ate environ ment, the dif ference
between the interest rates on the Mortgage Loans and prevailing mortgage interest
rates; the ex tent to whic h the Mortg age Loans are assum ed or refinanced or the
underlying properties are sold or conveyed; changes
in local industry and
population as they affect vacancy ra
tes; p opulation m igration; and the
attractiveness of other investment alternatives.
These factors may also include the application of (or override by FHA of) lockout
periods[, statutory prepaym ent prohibition periods ] or the assessm
ent of
Prepayment Penalties. For a more detailed description of the lockout and
Prepayment Penalty provisions of the Mortgage Loans, see “Characteristics of
the Ginnie Mae Multifamily Certific ates and the Related Mortgage Loans” [, in
the case of the Group [ ] Securities,] in Exhibit A to this Su pplement [and, in the
case of the Group [ ] Securities, in the Updated Exhibit [s] A in Exhibit [D] to this
Supplement].
No representation is m ade concerning the part icular effect that any of these or other
factors may have on the prepaym ent behavior of the Mortgage Loans. The rela tive contribution
of these or other factors may vary over time.
[Notwithstanding the foregoing, the [Trust] [or t he] [[related] Underlying Trust ][, as
applicable,] will not be entitled to rece
ive any princip al prepaym ents [or any applicable
Prepayment Penalties] with respect to the Trus t CLC Mortgage Loans u ntil the earliest of (i) the
liquidation of such Mortgage Loans, (ii) at the related Ginnie Mae Issuer’s option, either (a) the
first Ginnie Mae Certificate Paym ent Date of t he Ginnie Mae Project Loan Certificate following
the conversion of the Ginnie Mae C onstruction Loan Certificate or (b) the date of conversion of
the Ginnie Mae Construction Loan Certificate to a Ginnie Mae Project Loan Certificate, and (iii)
the applicable Maturity Date. However, the Ho lders of the Securities w ill not receive any such
amounts until the n ext Distribution Date an d will not be en titled to receive any in terest on su ch
amounts.]
In addition, following any Mortgage Loan defa ult and the subsequent liquidation of the
underlying Mortgaged Property, th e principal balance of the Mortgag e Loan will be distributed
through a combination of liquidation proceeds, advances from the related Ginnie Mae Issuer and,
to the exten t necess ary, proceeds o f Ginnie Mae’s guaranty of the Gi nnie Mae Multifam ily
Certificates.
As a resu lt, defaults experien ced on th e Mo rtgage Loan s will accelerate the
distribution of principal of the Securities. [As a result, defaults experienced on the
Mortgage L oans will a ccelerate th e reduction of the notional balan ces of the
Underlying Certificates and Class [ ] Securities.]
Under certain circum stances, the Trust ee has the option to purchase th e Trus t
Assets, th ereby ef fecting ear ly re tirement of the Secur ities. See “Descr iption of
the Securities—Termination” in this Supplement.
The term s of the Mortgage Loans m ay be m odified to perm it, am ong other things, a
partial release of security, which releas es a portion of the m ortgaged property f rom the lien
securing the related Mortgage Loan. Partial rele ases of security may allow the related borrower
S-35
IV-3-35
to sell the released pro perty and g enerate pr oceeds th at m ay be used to prepay
Mortgage Loan in whole or in part.
the related
[Accretion Directed Classes
Classes [ ] and [ ] are Accretion Directed Classes. The [related] Accrual Amount will
be applied to m aking principal distributions on those Class [es] as described in this S upplement.
[Class [ ] is a Notional Class whose Class Notional Balance is determ ined by reference to the
Class Principal Balance of Class [ ].]
[[Each of [the Accretion Directed Classes] [Classes [ ] and [ ]]] [Class [ ]] has the AD
designation in the suffix position, ra ther than the prefix p osition, in its class principal type
because it d oes not h ave principal payment stability through the app licable pricing prepayment
assumption. [Class[es] [ ] [ and [ ]] [NOTE TO TRUST COUNSE L: INSERT SUFFIX AD
CLASSES THAT WILL BE DI SPLAYED IN THE TABLE] will have principal paym ent
stability only through the prepayment rate shown in the table below
[and within [their][its]
Effective Range[s][, if applicable]].] [[[The remaining Accretion Directed Classes are] [Classes [
] and [ ] are] [ Class [ ] is ] [NOTE TO TRUS T COUNSEL: INSERT SUFFIX AD
CLASSES THAT WILL NOT B E DISPLAYED IN THE TABLE] [not liste d in the tab le
below because, ] [although [they a re] [it is ]] [ Although the Accretion Directed C lass[es] are]
entitled to receive payments from the [related] Accrual Amount [s], [they do] [it does] not have
principal paym ent stability th rough any prepaym ent rate si gnificantly higher than 0% CPR [,
except within [their][its] Effective Range[s][, if applicable]].]
[The Accretion Directed Classes ] [Class [ ] and Class [ ]] are entitled to pr incipal
payments in an am ount equal to interest accrued on the
[related] Accrual Class [es]. [With
respect to th e Classes lis ted in the ta ble below] [Class __ an d Class__], the W eighted Average
Life of each such Class cannot exceed its Weighted Average Life as shown in the following table
under any [constant] prepayment scenario, even a scenario where there are no prepayments.
Moreover, based on the Modeling Assumptions, if the [related] Mortgage Loans
prepay at any constant rate at or below the rate for an Accretion Directed Class shown
in the table below, its Class Principal Balance [(or Class Notional Balance, in the case
of Class [ ])] would be reduced to zero on, but not before, its Final Distribution
Date, and its Weighted Average Life would equal its maximum Weighted Average
Life.
However, the Weighted Average Lives of Classes [
] and [ ] [especially Classes
[ ] and [
], which are also Support Classes], will be reduced [, and may be
reduced significantly,] at prepayment speeds higher than the constant rates shown in
the table below. [See “Yield, Maturity and Prepayment Considerations — Decrement
Tables” in this Supplement.]
Accretion Directed Classes
Class
S-36
Maximum Weighted
Average Life
(in Years)
Final
Distribution Date
Prepayment Rate
at or below
% CPR
% CPR
IV-3-36
The Mortga ge Loans will hav e cha racteristics that dif fer f rom those of the Modeling
Assumptions. Therefore, even if the [related] Mortgage L oans prepay at a rate at or som ewhat
below the “at or below” rate shown for any A
ccretion Directed Class, the Class Principal
Balance [(or Class Notional Balance, in the case of Class [ ])] of that Class could be reduced to
zero before its Final Distribution Date, and its Weighted Average Life could be shortened.]
[Securities that Receive Principal on the Basis of Schedules
As described in this Supplem ent, each [PAC], [Scheduled] and [TAC] Class will re ceive
principal payments in accordance with a schedul e calculated on the basis of, among other things,
[a] [one or m ore] Structuring Range [s] or Rate.
See “ Terms Sheet—Schedu led Principa l
Balances.” However, whether any such Class will adhe re to its s chedule [or schedules ] and
receive “Sc heduled Paym ents” on a Distribution Date will large
ly depend on the leve l of
prepayments experienced by the related Mortgage Loans.
Each [PAC], [Scheduled] and [TAC] Class exhibits an Effective Ran ge [or Rate ] of
constant prepayment rates at which such Cla ss will receive Scheduled Payments. That range [or
rate] m ay differ from the Structuring Range [or Ranges ] [or Rate ] us ed to c reate the r elated
principal balance schedule. Based on the Modeling Assum ptions, the initial Effective Range[s]
[or Rate[s]] for the PAC, [Scheduled] and [TAC] Class[es] [and Components] are as follows:
[NOTE TO TRUST COUNSEL: Trust counsel may
below.]
PAC [I][II] Class[es] [and
Component[s]]
[ ] [and [ ] (in the aggregate)] . . . . . . . . . . . . ..
[ ] [and [ ] (in the aggregate)] . . . . . . . . . . . . ..
[ ] [and [ ] (in the aggregate)] . . . . . . . . . . . . ..
include a security g roup column
Initial Effective Range[s] [and Rate[s]]
[ ]% CPR through [ ]% CPR
[ ]% CPR through [ ]% CPR
[ ]% CPR through [ ]% CPR
Scheduled Class[es] [and Component[s]]
[ ] [and [ ] (in the aggregate)] .............
.
[ ] [and [ ] (in the aggregate)] . . . . . . . . . . . . ..
[ ] [and [ ] (in the aggregate)] . . . . . . . . . . . . ..
[ ]% CPR through [ ]% CPR
[ ]% CPR through [ ]% CPR
[ ]% CPR through [ ]% CPR
TAC Class[es] [and Component[s]]
. [[ ]% CPR] [[ ]% CPR through [ ]% CPR]]
[ ] [and [ ] (in the aggregate)] .............
[ ] [and [ ] (in the aggregate)] . . . . . . . . . . . . .. [[ ]% CPR] [[ ]% CPR through [ ]% CPR]]
The principal payment stability of the PAC Class[es] [and Components] will be
supported [in part] by the related [Scheduled], [TAC] and [Support] Class[es] [and
Components].
The principal payment stability of the Scheduled Class[es] [and Components] will be
supported [in part] by the related [TAC] and [Support] Class[es] [and Components].
The principal payment stability of the TAC Class[es] [and Components] will be
supported [in part] by the related Support Class[es] [and Components].
If [all of] the Class[es] [and Components ] supporting a given Class [or Component]
[is] [are] retired before the Class [or Co
mponent] being supported is retired, the
S-37
IV-3-37
outstanding Class [or Component] w ill no long er have an Effectiv e Range [or Rate] and
will become more sensitive to prepayments on the [related] Mortgage Loans.
Moreover, the Mortgag e Loans will not pr epay at any constant rate. Non-constant
prepayment rates can cause any [PAC], [Scheduled] or [TAC] Class [or Com ponent] no t to
receive Scheduled Payments, even if prepayment rates remain within the in itial Effective Range
[(or if prep ayment rates average the Effective Rate) ], if any, for that Class [or Com ponent].
Further, the Effective Range for any [PAC] or [Scheduled] Class [or Com ponent] can narrow,
shift over time or cease to exis t[, and the Effective Rate for any TAC Cl ass [or Component] can
change or cease to exist] depending on the actual characteristics of the [related] Mortgage Loans.
If the [related] Mortgage Loans prepay at rates that are g enerally below the Effective
Range [or Rate ] for any [PAC], [Scheduled] or [TAC] Class [or C omponent], the am ount
available to pay principal on the Securities m ay be insufficient to produce Scheduled Paym ents
on the [related] [PAC][,] [Scheduled] [and] [TAC] Classes [and Components], [if any], and it s
Weighted Average Life may be extended, perhaps significantly.]
If the [related] Mortg age Loans prepay at rates th at are generally abo ve the Effective
Range [or Rate ] for any [PAC], [Scheduled] or [TAC] Class [or Component ], its supporting
Classes [and Components] may be retired ea rlier than th at [PAC], [Scheduled] or [TAC] Class
[or Component], and the W eighted Average Lif e of the [PAC], [Scheduled] or [TAC] Class [or
Component] may be shortened, perhaps significantly.]
Assumability
Each Mortgage Loan m ay be assum ed, subj ect to HUD review and approval, upon the
sale of the related Mortgaged Property. See “Yield, Maturity and Prepayment Considerations—
Assumability of Mortgage Loans” in the Multifamily Base Offering Circular.
Final Distribution Date
The Final D istribution Date for each Class, wh ich is set forth on the front cover of this
Supplement [or on Schedule I to this Supplem ent], is th e latest date on which the re lated Class
Principal Balance [or Class Notional Balance] will be reduced to zero.
The actual retirement of any Class may occur earlier than its Final Distribution Date.
According to the terms of the Ginnie Mae Guaranty, Ginnie Mae will guarantee
payment in full of the Class Principal Balance of each Class of Securities no later
than its Final Distribution Date.
Modeling Assumptions
[The] [Unless otherwise indicated, the] tables that follow have been prepared on the basis
of [the cha racteristics o f the Under lying Cer tificate[s], the priorities of distributions on the
Underlying Certificate [s]] [and] the following assum ptions (t he “Modeling Assum ptions”),
among others:
1. The Mortgage Loans underlying the [Group [ ]] Trust Assets have the charac teristics
shown under “Characteristics of the Ginnie M
ae Multifam ily Certificates and the Related
Mortgage L oans” in Exhibit A to this Supplem ent[, and the Group [ ] Underlying Certificate
Trust Assets have the characteristics shown under the Updated Exhibit[s] A in Exhibit [D] of this
Supplement].
S-38
IV-3-38
2. [There are no voluntary prepaym ents during any lockout period. ][With respec t to
Mortgage Loans insured under FHA insurance pr
ogram Section 223(f), FHA approves
prepayments m ade by borrowers after any applicab le locko ut period ex pires to th e extent th at
any statutory prepaym ent prohibition period applies. ] [ All of the Mortgage Loans underlying
each Underlying Certificate have am
ortization schedules that provide for level m
onthly
payments.]
3. [There are no prepayments on any Trust CLC.]
4. [With respect to each Trust PL C, the Mortgage Loan s][The Mortgage Loans ]
prepay[s] at [100%] PL D (as defined under “—Prepaym ent Assumptions” in this Supplem ent)
and, beginning on the applicable L ockout End Date [ or, to the exten t that ] [no lockout period
applies] [or] [the remaining lockout period is 0,] the Closing Date], at the constant percentages of
[CPR] [
] (described below) shown in the related table.]
5. [The Issue Date, Lockout End Date and Prep ayment Penalty End Date of each Ginnie
Mae Multifamily Certif icate is th e first day of the m onth indicated [on Exhibit A ] [or] [on the
Updated Exhibit[s] A in Exhibit [D][, as applicable]].]
6. Distributions on the Securities, including all distributions of prepayments on the
Mortgage Loans, are always receiv ed on the 16th day of t he month, whether or not a Business
Day, commencing in [
] 20[ ].
7. [[One hundred percent ] ( [100]%) of the Prepaym ent Penalties [that are co llected in
respect of the Security Group [ ] Trust Asse ts] are received by the Trustee and distributed [to
Class [ ]] [ as des cribed in “Term s Sheet—Allocatio n of Prepaym ent Penalties” in th is
Supplement] [ and [One hundred percent ] ( [100]%) of the Prepaym ent Penalties [that are
collected in respect of the Security Group [ ] Trust Assets ] are received by the Trustee and
distributed to Class [ ]] .] [ Any Prepaym ent Penalties receiv ed on the Trust Assets are
distributed as follows: [ ]% to Class [ ] and [ ]% to the Trustee.]
8. A term ination of the Trust
Trust[s]] does not occur.
[or [either] [ any] Trust RE MIC] [or the Underlying
9. The Closing Date for the Securities is [
] , 20[ ].
10. No expenses or fees are paid by the Trust ot her than the Trustee Fee, which is paid as
described under “ [The Ginnie Mae Multifamily Certificates][The Trust Assets ] — The Trustee
Fee” in this Supplement.
11. [Each Trust CLC converts to a T
rust PLC on the date on which amortization
payments are scheduled to begin on the related Mortgage Loan.]
12. [Each Class is held from the Closing Date and is not exchanged in whole or in part
[including that there is no mandatory exchange of Class[es] [ ] [and [ ]].]
13. [Distributions on the U nderlying Certificate[s] are m ade as described in the [related]
Underlying Certificate Disclosure Document[s].]
14. [NOTE T O TRUS T COUNS EL: US E FOR RE REMIC DE ALS WHE RE
CONTRACTUAL PRI NCIPAL AND INT EREST PAYMENTS ARE NOT DISCLOSED
IN THE EXHIBIT: Each of the Group [ ] Mortgage Loans in the Underlying Trust [s][ Ginnie
Mae [ - ] [and Ginnie Mae [ - ]] are amortizing based on the Principal Balance as of the Cut-
S-39
IV-3-39
off Date, Remaining Term to Maturity, and Mort gage Interest Rate as stated in Exhibit [D].] [In
the case of Pool Num ber [ ] in Gin nie Mae [ - ], the Mortgage Loan is am ortizing based on
non-level payments as disclosed in the related Underlying Certificate Disclosure Document.]
15. [With respect to P ool Num ber [ ] , the Mortgage In terest Rate an d Servicing and
Guaranty Fee Rate displayed in Exhibit A will change from [ ]% to [ ]% and from [ ]% to [ ]%,
respectively, upon its conversion from a Trust CLC to a Trust PLC.]
16. [There are no m odifications or waivers with respect to any term s including lockout
periods and prepayment periods.]
17. [Other or different assumptions, as applicable.]
When reading the [decrement] tables and the related text, investors should bear in mind
that the Modeling Assumptions, li ke any other stated assumptions , are unlikely to be entirely
consistent with actual experience.
For example, many Distribution Dates will occur on the first Business Day after the
16th day of the month, [prepayments may not occur during the Prepayment Penalty
Period,] and the Trustee may cause a termination of the Trust as described under
“Description of the Securities—Termination” in this Supplement.
In addition, distributions on the Securities are based on Certificate Factors, Corrected
Certificate Factors, and Calculated Certificate Factors, if applicable, which may not
reflect actual receipts on the Trust Assets.
See “Descr iption of th e Secur ities—Distributions” in th e Multifamily Base Offering
Circular.
Prepayment Assumptions
Prepayments of m ortgage loans are commonl y m easured by a prepaym ent standard or
model. [One of the m odels used in this Supplem ent is the consta nt prepaym ent rate (“CPR”)
model, which represents an assum ed constant rate of voluntary prep ayment each month relative
to the then outstand ing princ ipal balance of the Mortgage Loans
[NOTE TO TRUST
COUNSEL: INCL UDE THE FOLLOWING WHEN THER E ARE T RUST CL Cs:
underlying any Trust PLC] to which the model is applied. See “Yield, Maturity and Prepayment
Considerations—Prepayment Assumption Models” in the Multifamily Base Offering Circular.]
[In addition, this Supplem ent uses another m odel to m easure involuntary prepayments.
This m odel is the Project Loan Defau lt or PLD m odel provided by the Sponsor [and the CoManager]. The PLD model represents an assum ed rate of involuntary prepaym ents each m onth
as specified in the table below (the “PLD Model Rates”), in each case expressed as a per annum
percentage of the then-outst anding principal balance of e ach of the Mortgage Loans [underlying
any Trust PLC] in relation to its loan age. For example, 0% PLD represents 0% of such assumed
rate of involuntary prepaym ents; 50% PLD repres ents 50% of such assu med rate of involuntary
prepayments; 100% PLD represents 100% of such assumed rate of involuntary prepayments; and
so forth.
The following PLD m odel table was prepared on the basis of 100% PLD. Ginnie Mae
had no part in the development of the PLD model and makes no representation as to the accuracy
or reliability of the PLD model.
S-40
IV-3-40
Project Loan Default
Mortgage Loan Age
Involuntary Prepayment Default
(in months)(1)
Rate (2)
1-12
13-24 2.
25-36 2.
37-48 2.
49-60 2.
61-72 1.
73-84 1.
85-96 0.
97-108 0.
109-168 0
169-240 0
241-maturity 0
1.30%
47
51
20
13
46
26
80
57
.50
.25
.00
(1) For purposes of the PLD model, Mortgage Loan Age means the number of months elapsed since the Issue Date
indicated on Exhibit A [and the Updated Exhibit[s] A in Exhibit [D]]. [In the case of any Trust CLC Mortgage
Loans [and a ny Trust PLC M ortgage L oan wi th a R emaining Interest Onl y Peri od greater t han z ero,] th e
Mortgage Loan Age is the number of months that have elapsed after the expiration of the Remaining Interest
Only Period indicated on Exhibit A.]
(2) Assumes that involuntary prepayments start immediately.
[Another model used in this Supplem ent is a prepaym ent standard or m odel called [
], which has been provided by the Sponsor to measure involuntary prepayments.
[Description of what the model represents]
Ginnie Mae had no part in the de velopment of this model and makes no representation about the
accuracy or reliability of this model.]
The decrement table[s] set forth below are based on the assumption that the [Trust PLC]
Mortgage Loans prepay at the indicated p ercentages of CPR (the “CPR Prepaym ent Assumption
Rates”) [and 100% PLD ] [and that the Trust CLC Mortgage Loans prepay at 0 % CPR and 0%
PLD until the Trust C LCs convert to Ginnie Mae Project Loan Certificates, after which they
prepay at th e CPR Prep ayment Assum ption Rates and 100% PLD ]. [It is unlike ly tha t the
Mortgage Loans w ill prepay at a ny of the [C PR] Prepayment Ass umption Rates [or PL D
Model Rates], and the timing of changes in the rate of prepayments actually experienced on
the Mortgage Loans is unlikely to follow the pattern des cribed for the [CPR] Prepayment
Assumption Rates [or PLD Model Rates].
Decrement Table[s]
The decrement table [s] set f orth be low illus trate the perce ntage of the Original Clas s
Principal Balance [(or, in the cas e of [a] [the] Notional Class, the origina l Class Notiona l
Balance)] that would rem ain outstanding following th e distribution m ade each specified m onth
for each R egular [or MX ] Class, based on th e as sumption that the [related] [Trust PLC ]
Mortgage Loans prepay at the [CPR] Prepayment Assum ption Rates [and 100% PLD ] [and the
Trust CLC Mortgage L oans prepay at 0% CPR and 0% PLD until the Trust CLCs convert to
Ginnie Mae Project Lo an Certificates , after w hich th ey p repay at th e [CPR] Prepaym ent
Assumption Rates and 100% PLD ]. The percentages set forth in the following decrem ent tables
have been rounded to the nearest whole percentage (including rounding down to zero).
S-41
IV-3-41
The decrement table[s] also indicate the Weighted Average Life of each Class under each
[[CPR] Prepaym ent As sumption Rate and the PLD percentage rates indicated above for t he
[Trust PLC ] Mortgage Loans [and the T rust CLC Mortgage Loans ]] [[ CPR] Prepaym ent
Assumption Rate and 100% PLD based on the assu mptions indicated above for the Mortgage
Loans.] The Weighted Average Life of each Class is calculated by:
(a)
multiplying the net redu ction, if any , of the Class Princip al Balance [(or the net
reduction of the Class Notional Balance, in the c ase of [a] [the] Notional Class)]
from one Di stribution Date to the next Distribution Date by the num ber of years
from the date of issuance thereof to the related Distribution Date,
(b)
summing the results, and
(c)
dividing the sum by the aggregate am ount of the assumed net reductions in
principal balance or notional balance, as applicable, referred to in clause (a).
[The Weighted Average Lives are likely to vary, perhaps significantly, from those
set forth in the table s below due to the differe nces between the actual rate o f prepayments
on the Mortgage Loans underlying the [Ginni
e Mae Multifamily Certificates] [Trust
Assets] and the Modeling Assumptions.]
[The information shown for [the] [each] Notional Class is f or illustrative purposes only,
as a Notion al Clas s is not entitled to dist ributions of principal a nd has no W eighted Average
Life. The Weighted Average L ife shown for [the] [each] Notional Class has been calculated o n
the assum ption that a r eduction in the Class No tional Balance thereof is a distribution of
principal.]
S-42
IV-3-42
Percentages of Original Class Principal [(or Class Notional)] Balances
and Weighted Average Lives
[Security Group [ ]]
Distribution Date
0%
Initial Percent
1 00
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
Weighted Average
Life (years) ....................
Distribution Date
Initial Percent
S-43
0%
1 00
%
100
Class [ ]
% %
1 00 1
%
100
Class [ ]
% %
1 00 1
00
00
%
1 00
[CPR] Prepayment Assumption Rates
Class [ ]
0%
%
%
%
%
100
100
100
100
100
0%
100
%
1 00
Class [ ]
%
1 00
%
100
%
100
%
1 00
[CPR] Prepayment Assumption Rates
Class [ ]
0%
%
%
%
%
100
100
100
100
100
0%
100
%
1 00
Class [ ]
%
1 00
%
100
%
100
IV-3-43
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
[Month] 20[ ] ....
Weighted Average
Life (years) ....................
[CPR] Prepayment Assumption Rates
Distribution Date
Initial Percent
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
[Month] 20[ ] ...
Weighted Average
Life (years).....................
S-44
0%
100
%
100
Class [ ]
%
100
%
100
%
100
0%
100
%
100
Class [ ]
%
100
%
100
%
100
IV-3-44
Yield Considerations
An investor seeking to m aximize yield should make a decision whether to invest in any
Class based on the anticipated yield of that Class resu lting from its purchase p rice[,] [and] the
investor’s own projection of Mo rtgage Loan prepaym ent rate s under a variety of scenarios [,
[and] [the investor’s ow n projection of the likelihood of extensions of the m aturity of any Trust
CLC or delays with respect to the conversion of a Trust CLC to a Ginnie Mae Project Loan
Certificate][,] [and] [in the case of a [Floating Rate ] [or a n] [Interest Only ] [Inverse Floating
Rate] Class, the investor’s ow n projection of levels of [LIBOR] under a variety of scenarios ]
[and, [in the case of the Group [ ] Securities,] the investor’s own proj ection of payment rates on
[the] [each] Underlying Certificate[s] under a variety of scenarios ]. No representation is made
regarding Mortgage Loan prepayment rates[,
LIBOR levels] [, Und erlying Certificate
payment rates] [, th e occurrence and duratio n of extensions, if any, the timing of
conversions, if any,] or the yield of any Class.
Prepayments: Effect on Yields
The yields to investors will be s ensitive in varying degrees to the r ate of prepayments on
the [related] Mortgage Loans.
In the case of Regular [or MX ] Securities purchased at a prem ium, [(especially
the Interes t Only Class [es]),] f aster than anticip ated ra tes o f principal paym ents
could result in actual yields to investors that are lower than the anticipated yields.
[Investors in the Inte rest Only Class [es] should also consider the risk that rapid
rates of principal paym ents could result in the failure of investors to re cover fully
their investments.]
In the case of Regular [or MX] Securities purchased at a discount [(especially the
Principal Only Class [es])], s lower than antic ipated ra tes of princip al p ayments
could result in actual yields to investors that are lower than the anticipated yields.
[Investors in [each of] Class[es] [ ] [and [ ]] should consider that differing rates of
reduction in the re lated REMIC Se curities [will] [may] ultim ately cau se such
Class[es] to be exchang ed for the related REMIC Securities [or in the case of
Combination[s] [ ] [and [ ]], [REMIC] [and] [MX] Securities (consis ting
primarily o r exclus ively of an In terest Only Class). [In addition, based on the
differing rates of reduction in the related REMIC Securities, Class [es] [ ] [and [
]] could become [a] Principal Only Class[es]].]2
See “Risk Factors—Ra tes of prin cipal paym ents can reduce your yield” in
Supplement.
this
[For Security Group [ ] ,] [ Certain of the ] [ The] Mortgage Loans prohibit voluntary
prepayment during specified lockout periods with rem aining terms that range from [ ] to [ ]
months [and] [. The Mortgage Loans ] have a weighted average remaining lockout period of
2
[NOTE TO TRUST CO UNSEL: THIS BULLE T IS NO T APPLICABLE TO A FO RCED E XCHANGE REQUI RED
WHEN T HE PR INCIPAL BALA NCE OF AN M X CL ASS IS RE DUCED T O ZERO AS S UCH F ORCED E XCHANGE IS ONLY
NECESSARY WHEN ONE OF T HE RELATED R EMIC SE CURITIES IS THE CLASS ENTI
TLED TO PR EPAYMENT
PENALTIES, A ND THE RELA TED MX CL ASS CAN RETIRE WHILE PRE PAYMENT PENA LTIES ARE STILL OWIN G TO
SUCH RELATED REMIC CLASS.]
S-45
IV-3-45
approximately [ ] months and a weighted average rem aining term to maturity of approximately
[ ] months.]
[For Security Group [ ],] [certain of] the Mortgage Loans prohi bit voluntary prepayment
during specified lockout periods with rem aining terms that range from [ ] to [ ] months. See the
Updated Exhibit[s] A in Exhibit [D] for additional information with respect to remaining lockout
periods.]
[Certain of the Mortgage Loans [in Security Group [s] [ ] and [ ]] are insured under
FHA insurance program Section 223(f), which, with respect to certain m ortgage loans insured
thereunder, prohibits prepaym ents for a pe riod of five (5) y ears from the date of endorsem ent,
regardless of any applicable lockout periods associated with such mortgage loans.]
[Certain of the] [The] Mortgage Loans also provide for payment of a Prepaym ent
Penalty in connection with prepaym ents for a period extending beyond the
lockout period[ or, if no lockout period applie s, the applicable Issue Date ]. See
“[The Ginnie Ma e Multifamily Certifica tes][The Trust Assets ]—Certain
Additional Characteristics of the Mort gage Loans” and “Characteristics of the
Ginnie Mae Multifamily Certificates and the Related Mortga ge Loans” [, in the
case of the Group [ ] Securities,] in Exhibit A to this Supplement [and, in the case
of the Group [ ] Securities, in the Updated Exhibit [s] A in Exhibit [D] to this
Supplement]. The required paym ent of a Prepaym ent Penalty m ay not be a
sufficient disincentiv e to prevent a bo
rrower from voluntarily prepaying a
Mortgage Loan.
In addition, in som e circum stances F HA m ay pe rmit an FHA-insured Mortgage
Loan to be refinanced or prep
aid without regard to any lockout
[, s tatutory
prepayment prohibition] or Prepayment Penalty provisions.
[Notwithstanding the foregoing, the Trust [or related Underlying Trust [s], as applicable,]
will not b e entitled to rece ive an y princ ipal prepaym ents [or any applicable Prepaym ent
Penalties] with r espect to the Trus t CLC Mortgage Lo ans until the ear liest of (i) th e liquidation
of such Mortgage Loans, (ii) at the related Gi nnie Mae Issuer’s option, either (a) the first Ginnie
Mae Certif icate Paym ent Date of the Ginnie Mae Proje ct Loan Certif icate f ollowing the
conversion of the Ginnie Mae Construction Loan Cer tificate or (b) the date of conversion of the
Ginnie Mae Construction Loan Certificate to a Ginnie Mae Project Loan Certificate, and (iii) the
applicable Matur ity Da te. However, the Hold ers of the Securitie s will not re ceive any such
amounts until the n ext Distribution Date an d will not be en titled to receive any in terest on su ch
amounts.]
Information relating to lockout periods [, statutory prepayment prohibition periods ] and
Prepayment Penalties is contained under “ Certain Additional Charac teristics of the Mortgage
Loans” and “ Yield, Maturity and Prepayment Considerations ” in this Supplem ent[,] [and] in
Exhibit A to this Sup plement [and in the Updated E
xhibit[s] A in Exhibit
[D] to th is
Supplement].
Rapid rates of prepaym ents on the Mortgage L oans are likely to coincide with periods of
low prevailing interest rates.
S-46
IV-3-46
During periods of low prevailing interest ra tes, the yields at which an investor
may be able to reinvest am ounts received as principal paym ents on the investor’s
Class of Securities may be lower than the yield on that Class.
Slow rates of prepaym ents on the Mortgage Loan s are likely to coinci de with periods of
high prevailing interest rates.
During periods of high prevailing interest rates, the amount of principal payments
available to an investor for reinvestment at those high rates may be relatively low.
The Mortgage Loans will not prepay at any constant rate until maturity, nor will all of the
Mortgage Loans prepay at the sam e rate at any one time. The tim ing of changes in the ra te of
prepayments m ay affect the actual yield to an investor, even if the av erage rate o f principal
prepayments is consistent with the investor’s expectation. In general, the earlier a prepayment of
principal on the Mortgage Loans, the greater th e effect on an inves tor’s yield. As a result, the
effect on an investor’s yield of principal prep ayments occurring at a rate higher (or lower) than
the rate anticipated by the investor during the period immediately following the Closing Date is
not likely to be offset by a later equivalent re
duction ( or incre ase) in the rate of principa l
prepayments.
[[LIBOR]: Effect on Yields of the [Floating Rate] [and] [Inverse Floating Rate] Class[es]
[Low levels of [LIBOR] can reduce the yield of the Floating Rate Class [es].] [ High
levels of [LIBOR] can [significantly] reduce the yield of the Inverse Floating Rate Class[es].] In
addition, [the] [certain] [Floating Rate Class [es] will not benef it f rom a higher yie ld at high
levels of LIBOR ] [[and [ the] [certain] [Inverse Floating Rate Class [es] ]may not benefit from
particularly low levels o f LIBOR]] because th e rate on su ch Class[es] is capped at a m aximum
rate described under “Terms Sheet — Interest Rates.”]
[Payment Delay: Effect on Yields of the [Fixed Rate] [and] [Delay] Class[es]]
The effectiv e yield on any [Fixed R ate] [or] [Delay] Class will be less than th e yield
otherwise produced by its Interest Rate and purchase price becau se on any Distribution Date, 30
days’ interest will be payable on [(or added to the principal am ount of)] that Class even though
interest began to accrue approximately 46 days earlier.]
Yield Table[s]
The following table [s] show [s] the pre-tax yields to m aturity on a corporate bond
equivalent basis of [specified Classes] [Class [ ]] [based on the assumption that the [Trust PLC]
Mortgage L oans prepay at the [CPR] Prepayment Assum ption Rates and 100% PLD [and the
Trust CLC Mortgage L oans prepay at 0% CPR and 0% PLD until the Trust CLCs convert to
Ginnie Mae Project Lo an Certificates after which they
p repay at th e [CPR] Prepaym ent
Assumption Rates and 100% PLD] [at various constant percentages of CPR and 100% PLD].
The Mortgage Loans will not prepay at any constant rate until maturity, [and it is unlikely
that [LIBOR] will re main constant ]. Mor eover, it is likely tha t th e Mortgag e Loans will
experience actual prep ayment rates that diffe r from those of the Modeling Assum
ptions.
Therefore, the actual pre-tax yield of [any Class] [Class [ ]] may differ from those shown in the
[applicable] table below even if [the Class] [Class [ ]] is purchased at the assumed price shown.
S-47
IV-3-47
The yields were calculated by:
1.
determining the m onthly discount rates that, when applied to the
[applicable]
assumed stream s of cas h flows to be paid on [the] [applicable] [Class] [Class [
]], would cause the discounted present value of the assumed streams of cash flows
to equal the assum ed purchase price of [that] Class [ ] plus accrued interest [(in
the case of the interest-bearing Classes)], and
2.
converting the monthly rates to corporate bond equivalent rates.
These calculations do not take into account varia tions that m ay occur in the interest rates at
which investors m ay be able to reinvest funds
received by them as distributions on their
Securities and consequently do not purport to reflect the re turn on any investm ent in [any Class]
[Class [ ]] when those reinvestment rates are considered.
The inf ormation se t f orth in th e f ollowing ta ble[s] was prepared on the basis o f the
Modeling Assum ptions and the ass umption[s] that [(1)] th e Inte rest Ra te app licable to [each]
[the] Inverse Floating Rate Class for each Accrua l Period following the first Accrua l Period will
be based on the indicated level of [LIBOR] and [(2)] the purchase price of [each] [the] Class [ ]
(expressed as a percenta ge of its original
[Class Prin cipal Ba lance] [or] [Class Notiona l
Balance]) plus accrued interest [(in the case of the interest-bearing Classes)] is as indicated in the
[related] table. The assumed purchase price is not necessarily that at which actual sales will
occur.
[Security Group [ ]]
Sensitivity of Class[ ] to Prepayments
Assumed Price [ ]%*
%
%
[CPR] Prepayment Assumption Rates
%
%%%
%
%
%
%
Sensitivity of Class [ ] to Prepayments
Assumed Price [
]%*
[LIBOR]
% [and below] .............
%..................................
% [and above] ..............
[CPR] Prepayment Assumption Rates
%%%%
%
%
%
%
%%%%
%%%%
Sensitivity of Class [
] to Prepayments
Assumed Price [
]%*
[LIBOR]
% [and below] .............
%..................................
% [and above] ..............
S-48
[CPR] Prepayment Assumption Rates
%%%%
%
%
%
%
%%%%
%%%%
IV-3-48
*
**
The price does not include accrued interest. Accrue d interest has bee n added to the price in calculating the
yields set forth in the table.
Indicates that investors will suffer a loss of virtually all of their investment.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following tax discussion, when read in co njunction with the discussion of “Certain
United States Fede ral I ncome Tax Consequences ” in the Multif amily Base Of fering Circula r,
describes th e m aterial United Sta tes f ederal in come tax consideratio ns for investors in the
Securities. However, these two tax discussions do not purport to deal with all U nited States
federal tax consequences applicable to all categories of investors, some of which m ay be subject
to special rules.
U.S. Treasury Circular 230 Notice
The discussion contained in this Supplem ent and the Multifamily Base Offering
Circular as to certa in United States federal t ax consequences is not intended o r written to
be used, and cannot be used, for the purpose of avoiding United States federal tax
penalties. Such discussion is w ritten to support the pr omotion or marketing of the
transactions or matters addressed in this Supplement and the Multifamily Base Offering
Circular. Each taxpayer to w hom such tr ansactions o r matters are being promoted,
marketed or recommended should seek advice ba sed on its particular circumstances fro m
an independent tax advisor.
REMIC Election[s]
In the opinion of [insert nam e of Trust Counsel ], the Tru st will cons titute a [Single]
[Double] R EMIC Serie s for Unite d States federal incom e tax purposes. [Separate REMIC
elections will be made for [the] [each] Pooling REMIC and the Issuing REMIC.]
Regular Securities
The Regular Securities will be trea ted as debt instrum ents issued by the [Issuing] [Trust]
REMIC[s] for United States federal incom e tax purposes. Incom e on the Regular Securities
must be reported under an accrual method of accounting.
[The [Principal Only ][,] [Notional] [and] [Accrual] Class [es] of Regular Securities will
be issued with orig inal i ssue discount (“OID”), and ] [C][c]ertain [other] Classes of Regular
Securities m ay be issued with [original issue discount (“OID”) ] OID. See “Certain United
States Federal Income Tax Consequences—Tax Tr eatment of Regular Securities—Original Issue
Discount,” “—Variable Rate Securities” and “— Interest Weighted S ecurities and Non-VRDI
Securities” in the Multifamily Base Offering Circular.
The prepaym ent assumption that should be used in determ ining the rates of accrual of
OID, if any, on the Regular Securities is [ ]% [CPR] [and 100% PLD] [in the case of the Trust
PLC Mortgage Loans and 0% CPR [and 0% PLD] in the case of the Trust CLC Mortgage Loans
until the T rust CLCs convert to Ginnie Mae
Project L oan Certific ates, after which the
prepayment assum ption that should be used is [ ]% CPR [and 100% PLD ] (as described in
“Yield, Maturity and Prepayment Considerations” in this Supplement). [In the case of the [Class
[ ] Securities] [[Floating Rate] [and Inverse Floating Rate] [Classes]], the interest rate value[s] to
be used for these determ inations [is] [ are] the initial In terest Rate [s] as set f orth in the Term s
S-49
IV-3-49
Sheet under “Interest R ates.”] No representation is m ade, how ever, about the rate at which
prepayments on the M ortgage Lo ans underly ing the Ginnie Mae Multifam ily Certificates
actually will occur [or the level of [LIBOR] at any tim e after the da te of this Supplement ]. See
“Certain United S tates Federal In come Tax Cons equences” in the Mu ltifamily Base Offer ing
Circular.
The Regular Securities generally will be treated as “regular interests” in a REMIC for
domestic building and loan associa tions and “re al estate assets” for real estate inv estment trusts
(“REITs”) a s describ ed in “Certa in United Stat es Federal Incom e Tax Consequences” in the
Multifamily Base Of fering Circula r. Sim ilarly, interes t on the Regular Secur ities will be
considered “interest on obligations secured by
m ortgages on real property” for REITs as
described in “Certain United States Federal Income Tax Consequences” in the Multifam ily Base
Offering Circular.
Residual Securities
[The Class R Securities will represent the beneficial ownership of the Residual Interest in
the Trus t REMIC. ] [The Class RR Securities will r epresent the ben eficial owner ship of the
Residual In terest in [each Trust REMIC ] [the] [ each] Pooling REMIC and the beneficial
ownership of the Residual Inte rest in th e Iss uing REMI C].] [The Class RI S ecurities will
represent the beneficial ownershi p of the Residu al Interest in the Issu ing REMIC, and the Class
RP Securities will represent the b eneficial ownership of the Residual Interest in [the] [ each]
Pooling REMIC. ] The Residual Se curities, i.e. , the Class [R] [RR] [RI and RP ] Securities ,
generally will be trea ted as “residu al interes ts” in a REMIC f or dom estic buildin g and loan
associations and as “real estate assets” for REITs, as described in “Certain United States Federal
Income Tax Consequences” in th e Multifamily Base Offering Circular, but will not be treated as
debt for U nited States federal incom e tax pu rposes. Instead, the Ho lders of th e Residua l
Securities will be required to re port, and will be taxed on, their pro rata shares of the taxable
income or loss of the [related] Trust REMIC[s], and these requirem ents will continue until there
are no [outstanding reg ular interes ts in the re spective Trus t REMICs ] [Securities of any Clas s
outstanding] [, even though the Holders previously m ay have received full payment of their
stated interest and principal ]. [Thus, Residual H olders will have taxab le income attributable to
the Residual Securities even though they will no t receive principal or in terest distributions with
respect to the Residual Securities, which could result in a negative af ter-tax r eturn f or th e
Residual Holders.] [[Even though the Holders of the Residual Securities are not entitled to any
stated prin cipal or inte rest pa yments on the Residual Securities, ] the [related] T rust REMIC [s]
may have substantial ta xable income in cer tain periods, and offsetting tax losses m ay not occur
until m uch later per iods. Accord ingly, the Hold ers of the Residual Securities m ay experience
substantial adverse tax tim ing consequences. ] P rospective investors ar e urged to consult their
own tax advisors and consider the after-tax effect of ownership of the Residual Securities and the
suitability of the Residual Securities to their investment objectives.
Prospective Holders of Residual Securities should be aware that, at issuance, based on the
expected prices of the Regular and Residual Securities and the prepayment assumption described
above, the residual intere sts represented by the Residual
Securities will be treated as
“noneconomic residual interests” as that term is defined in Treasury regulations.
S-50
IV-3-50
[OID Accruals on the Underlying Certificate
[s] will be com puted using the same
prepayment assum ption as set forth under “C
ertain United States Fede ral Incom e Tax
Consequences—Regular Securities” in this Supplement.]
[MX Securities
For a discussion of certain United S tates federal income tax consequences applicable to
the MX Class [es], see “Certain United Sta tes Federa l Income T ax Consequences—Tax
Treatment of MX Securities”, “—Exchanges of MX Classes and Regular Classes” and “—
Taxation of Foreign Holders of REMIC Securities and MX Securities” in the Multifamily Bas e
Offering Circular.]
Foreign Account Tax Compliance Act
A H older of a Regular [or MX ] Security who is not a U.S. Person should be aware of
recent legislation commonly known as FATCA and related administrative guidance that
impose a 3 0% United States withholding tax on certain payments (which would include
interest payments in r espect of Regular [ and MX] Securities beginning July 1, 2014, and
gross proceeds, i ncluding the r eturn of principal, fr om the sale or other disposition,
including redemptions, of such Securities beginning January 1, 2017) made to a nonUnited States e ntity that fails to take required steps to provide in formation regarding its
“United States accounts” or its direct or indirect “substantial United States owners,” as
applicable, or t o certify that it has no such accounts or owners. Various exceptions are
provided under the legislation and related administrative guidance, including generally
an exemption for “grandfathered obligations” issued before July 1, 2014 that are not
materially modified. [It is possible that certain MX Securities would be considered to be
issued for t his purpose on the date when they are purchased by a new holder, with the
result th at the exception for grandfathered obligations would not apply to t hose MX
Securities in the hands of a holder who purchased them on or after July 1, 2014. ]
Foreign investors s hould c onsult their o wn tax advisors regarding the application and
impact of this legislation based upon their particular circumstances.
Investors should consult their own tax advi sors in determin ing the United States
federal, s tate, local, fo reign and any other tax consequences to them of the purchase,
ownership and disposition of the Securities.
ERISA MATTERS
Ginnie Mae guarantees distributions of prin
cipal and interes t with respect to the
Securities. The Ginnie Mae Guaranty is supp orted by th e f ull f aith a nd credit of the United
States of Am erica. Ginnie Mae d oes not guarant ee the pa yment of an y Prepayment Penalties.
The Regular [and MX ] Securities will qualify as “guaran teed govern mental m ortgage pool
certificates” within the m eaning of a Departm ent of Labor regulation, the e ffect of which is to
provide that m ortgage loans and participations therein underlying a “gua ranteed governm ental
mortgage pool certificate” will not be considered assets of an e mployee benefit plan subject to
the Em ployee Retirem ent Incom e Security Act of 1974, as am ended (“ERIS A”), or subject to
section 4975 of the Code (each, a “Plan”), solely by reason of the Plan’s purchase and holding of
that certificate.
S-51
IV-3-51
Governmental plans and certain church pl
ans, while not subjec t to the f iduciary
responsibility provisions of ERIS A or the prohibited transacti on provisions of ERISA and the
Code, m ay nevertheless be subject to local, state or other federa l laws that are su bstantially
similar to the foregoing provisions of ERISA and the Code. Fiduciaries of any such plans should
consult with their counsel before purchasing any of the Securities.
Prospective Plan Investors should consult with their advisors, however, to determine
whether the purchase, holding or resale of a Security could give rise to a transaction that is
prohibited or is not otherwise permissible under either ERISA or the Code.
See “ERISA Considerations” in the Multifamily Base Offering Circular.
The Residual Securities are not offered to, and may not be transferred to, a Plan Investor.
LEGAL INVESTMENT CONSIDERATIONS
Institutions whose investm ent activities ar e subject to legal investm
ent laws and
regulations or to review by cer tain regulatory authorities m ay be subject to res trictions on
investment in the Securities. No representation is made about the proper characterization of
any Class for legal investment or other p
urposes, or about the permissibility of the
purchase by particular investors of any
Class under applicable legal investmen
t
restrictions.
Investors should consult their own legal ad visors regarding applicable investment
restrictions and the effect of any restriction s on the liquidity of th e Securities prior to
investing in the Securities.
See “Legal Investment Considerations” in the Multifamily Base Offering Circular.
PLAN OF DISTRIBUTION
Subject to the terms and conditions of the S ponsor Agreement, the Sponsor has agreed to
purchase all of the Securities if any are sold and purchased. Th e Sponsor proposes to offer the
Regular [and MX] Classes to the public from time to tim e for sale in n egotiated transactions at
varying prices to be determ ined at the time of sale, plus accrued interest[, if any,]from [[
] 1,
20[ ]] on the [Fixed Rate Classes ] [and from] [[
] [16], 20[ ] on the [Floating Rate] [and]
[Inverse Floating Rate ] Class [es]]. The Sponsor m ay e ffect these transactions by sales to or
through certain securities dealer s. These dealers m ay receive compensation in the form of
discounts, concessions or comm issions from the Sponsor a nd/or comm issions from any
purchasers for which th ey act as agents. Som e of the Secur ities may be sold th rough dealers in
relatively s mall sales. In the usua l case, the c ommission charged on a rela tively sm all sale o f
securities w ill be a hig her percen tage of the sales pric e th an that char ged on a large sale of
securities.
INCREASE IN SIZE
Before the Closing Date, Ginni e Mae, the Trustee and the S ponsor may agree to increase
the siz e of this of fering. In that event, th e S ecurities will have the same character istics as
described in this Supplem ent, except that [(1)] the Original Class Principal Balance [(or original
Class Notio nal Balan ce)][,] [and] [(2)] [the Original Component Pr incipal Balance of each
Component of each related Class ] [and] [(3)] [the Scheduled Principal Balances [and Aggregate
S-52
IV-3-52
Scheduled Principal B alances] [of [each] [the] Class [or Com ponent] [receiving principal
distributions [or interest distributions based upon a notional balance] from [the same] Trust Asset
Group] will increase by the sam e proportion]. The Trust Agreement, the Final Data Statement [,
the Final Schedules] and the Supplemental Statement, if any, will reflect any increas e in the size
of the transaction.
LEGAL MATTERS
Certain leg al m atters will be pas sed upon f or Ginnie Mae by [Sidley Austin LLP ]
[Hunton & W illiams LLP] [and Harrell & Chambliss LLP, Richm ond, Virginia], for the Trust
by [
] and for the Trustee by [
].
S-53
IV-3-53
[Schedule I]
[Available Combination[s] (1)
REMIC Securities
Class
Security Group 1
Combination 1
Combination 2
Security Group 2
Combination 3
Security Group 3 and 4
Combination 4 [(6)] [(8)]
[(7)]
Original [Class
Principal Balance]
[or] [Class
Notional Balance]
Rel
ated
MX Class
$
$
$
[(9)][(10)]
M
$
$
$
aximum Original Class
[Principal Balance] [or]
[Class
Notional Balance](2)
Pri
ncipal
Type (3)
MX Securities
Inter est
Rate
Inter
est
Type (3)
CUSI
P
Number
Fi
nal
Distribution
Date (4)
%
%
[(5)]
S-I-1
(1)
(2)
IV-3-54
All exchanges must comply with minimum denomination restrictions.
The am ount s hown f or [each] [the] M X C lass re presents the m aximum Original Clas s Pri ncipal Bal ance [(or orig inal Class Notional Balan ce)] of t hat
Class, assuming it were to be issued on the Closing Date.
(3) As defined under “Class Types” in Appendix I to the Multifamily Base Offering Circular.
(4) See “Yield, Maturity and Prepayment Considerations — Final Distribution Date” in this Supplement.
[(5) The Interest Rate will be calculated as described under “Terms Sheet — Interest Rates” in this Supplement.]
[(6) In the case of Combination[s] [ ] [and [ ]], various subcombinations are permitted. See “Description of the Securities—Modification and Exchange” in the
Multifamily Base Offering Circular for a discussion of subcombinations.]
[(7) MX Class.]
[(8) Co mbination[s] [ ] [and [ ]] [are] [is] derived from REMIC classes of separate Security Groups.
[(9) NOTE TO T RUST COUNSEL: USE THE FOLLOWING FOOTNOTE IF ALL OF T HE MX CLASSES THAT ARE SUBJECT TO FORCED
EXCHANGE HA VE B OTH THE 1200% LIMITATION FO RCED E XCHANGE A ND TH E PREP AYMENT PEN ALTY DRIVEN FO RCED
EXCHANGE: In the event that eith er (1) the In terest Rate of this MX Class will eq ual or exceed 1200% per annum for any Accrual Perio d, or (2) the
[Class Principal Balance] [or] [the Class Notional Balance][, as applicable], of this MX Class will be reduced to zero on any Distribution Date, the Trustee
will, prior to the close of business on the last Business Day of the calendar month immediately preceding the related Distribution Date in the first case, and
prior to th e related Distribution Date on wh ich th e [Class Principal Bal ance] [or] [Class Notional Balance][, as applicable, ] o f t his M X C lass woul d b e
reduced to zero in the second case, effect a mandatory exchange of this MX Class fo r its related REMIC Securities [or, in the case of Combination[s] [ ]
[and [ ]], its related REMIC and MX Securities] and, thereafter, no further exchanges of such REMIC Securities [and MX Securities, if applicable,] will be
permitted [for the related Combination].]
NOTE TO TRUST COUNSEL: USE THE FOLLOWING FOOTNOTES IF NOT ALL OF THE MX CLASSES THAT ARE SUBJECT TO FORCED
EXCHANGE HAVE BOTH THE 1 200% LIMI TATION FORCED E XCHANGE AND THE PREPAYMENT PE NALTY DRIVE N FORCED
EXCHANGE:
[(9) In the event that the [Class Principal Balance] [or] [Class Notional Balance][, as applicable,] of this MX Class will b e reduced to zero on any Distribution
Date, the Trustee will, prior t o the related Distribution Date o n which the [Class Principal Balance] [or] [Class Notional Balance][, as a pplicable,] of th is MX
Class would be reduced to zero, effect a mandatory exchange of this MX Class for its related REMIC Securities [or, in the case of Combination[s] [ ] [and [ ]],
its related REMIC and MX Securities] and, thereafter, no further exchanges of such REMIC Securities will be permitted [for the related Combination].]
and, thereafter, no further exchanges of such REMIC Securities [and MX Securities, if applicable,] will be permitted [for the related Combination].]
[(10) In the e vent that the Interest Rate of this MX Cl ass will equal or exceed 1200% per annum for any Accrua l Period, the Tru stee will, prior to the close of
business on the last Business Day of the calendar month immediately preceding the related Distribution Date, effect a m andatory exchange of this MX Class for
its related REMIC Securities [or, in the case of Combination[s] [ ] [and [ ]], its related REMIC and MX Securities] and, thereafter, no further exchanges of such
REMIC Securities [and MX Securities, if applicable,] will be permitted [for the related Combination].]
S-I-2
IV-3-55
[Schedule II
SCHEDULED PRINCIPAL BALANCES
Class[es] [ ]
[(in the aggregate)]
Distribution Date
Initial Balance ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] ...........................................................................
[Month] 20[ ] and thereafter ....................................................
S-II-1
Class[es] [ ]
[(in the aggregate)]
]
IV-3-56
Exhibit A
[Group [ ] Trust Assets]
Characteristics of the Ginnie Mae Multifamily Certificates and the Related Mortgage Loans(1)
FHA Insurance
Program
[/Section 538
Guarantee
Pool
[Security Security
City[/
State[/
Program][(2)] County] Territory]
Number Group] Type
Principal
Balance
as of the Mortgage
Cut-off
Interest
Date
Rate
[(10)]
Certificate
Rate
Servicing
and
Guaranty
Fee Rate
[(11)]
Maturity
Date
Monthly
Principal
and
Interest(3)
[(12)]
[(13)]
Original
Term to
Maturity
(mos.)
Remaining
Term to
Maturity
(mos.)
Period
from
Issuance
(mos.)
Lockout
Issue End
Date Date(4)†
Prepayment
Lockout/
Penalty
Prepayment
End
Penalty
Date(5)†
Code(6)
Remaining
Lockout
Period
(mos.)(7)†
Total
Remaining
Lockout
[Remaining
and Prepayment Interest Only
Penalty Period
Period
(mos.)(8)†
(mos.)(9)]
[A]
[B]
[(14)]
____________
(1)
(2)
(3)
(4)
A-1
(5)
(6)
(7)
(8)
(9)
[(10)]
[(11)]
[(12)]
[(13)]
[(14)]
†
Based on publicly available information, including the disclosure documents for the Ginnie Mae Multifamily Certificates, the information with respect to the Mortgage Loans set forth on this Exhibit A
has been collected and summarized by the Sponsor [and the Co-Manager].
[Certain Mortgage Loans insured under FHA insurance program Section 223(f) cannot be prepaid for a period of five (5) years from the date of endorsement, unless prior written approval from FHA is
obtained, regardless of any applicable lockout period associated with such mortgage loans.]
[The principal and interest amounts shown in this column reflect only those amounts that are due in respect of the portion of each applicable Ginnie Mae Project Loan Certificate that is a Trust PLC [or
each Ginnie Mae Construction Loan Certificate that is a Trust CLC. Because Ginnie Mae Construction Loan Certificates are not entitled to receive principal payments, the amounts identified for each
Trust CLC are based upon the assumption that the Trust CLC has converted to a Trust PLC].]
The Lockout End Date is the first month when a Mortgage Loan is no longer subject to any lockout for voluntary prepayments of principal. [For purposes of determining the Lockout End Date in this
Exhibit A, the Lockout End Date is based on the lockout period described in the note or other evidence of indebtedness without regard to any applicable statutory prepayment prohibition period.]
The Prepayment Penalty End Date is the first month when a Mortgage Loan is no longer subject to the payment of any Prepayment Penalties.
In some circumstances FHA may permit an FHA-insured Mortgage Loan to be refinanced or prepaid without regard to any Lockout or Prepayment Penalty Code.
The Remaining Lockout Period is the number of months from the Cut-off Date up to but not including the Lockout End Date.
The Total Remaining Lockout and Prepayment Penalty Period is the number of months from the Cut-off Date up to but not including the later of the Prepayment Penalty End Date or Lockout End Date.
The Remaining Interest Only Period reflects the number of months remaining [(1) before [each] [the] Ginnie Mae Project Loan Certificate commences monthly payments of principal and interest or
(2)] during which each Ginnie Mae Construction Loan Certificate is expected to remain outstanding, based on the remaining construction period for the Ginnie Mae Construction Loan Certificate].
[The Mortgage Interest Rate for Pool Number [ ] will be [ ]% after the date of final endorsement of the note.]
[The Servicing and Guaranty Fee Rate for Pool Number [ ] will be [ ]% after the date of final endorsement of the note.]
[Pool Number[s] [ ] [and [ ]] will have monthly principal and interest payments as described in this Supplement. See “Certain Additional Characteristics of the Mortgage Loans — Level Payments” in
this Supplement.]
[The scheduled date of conversion of Pool Number [ ], a Ginnie Mae Construction Loan Certificate, to Pool Number [ ], a Ginnie Mae Project Loan Certificate, is [
]. The information shown in
this Exhibit A is for Pool Number [ ].]
[Pool Number [ ] will have an amortization schedule providing for level monthly principal and interest payments in the amount of $[ ] for each payment date prior to the related maturity date, with a
balloon paym ent e qual to the re maining unpaid princip al balance of the Mortgage Loan pl us accrued interest thereon to be due as of its maturity date (based on the am ortization schedule for the
Mortgage Loan, this balloon payment is expected to be approximately $[
]).
The Lockout End Date, Prepayment Penalty End Date, Remaining Lockout Period and Total Remaining Lockout and Prepayment Penalty Period are based on the Sponsor’s interpretation of provisions
in the related notes. Differing interpretations of these provisions can result in dates and periods that may vary by as much as one month.
IV-3-57
Lockout and Prepayment Penalty Codes: [NOTE TO TRUST COUNSEL: The footnotes will need to be customized based on the lockout and Prepayment Penalty provisions of the Mortgage
Loans.]
(A)
(B)
[Lockout up to but not including the Lockout End Date; thereafter [prepayment is permitted without penalty] [a Prepayment Penalty of [ ]% of the prepaid amount up to but not including the [ ]
mortgage loan payment date beyond the Lockout End Date disclosed above[; thereafter a Prepayment Penalty of [ ]% of the prepaid amount up to but not including the [ ] mortgage loan payment
date beyond the Lockout End Date disclosed above][, declining thereafter by 1% annually [up to but not including the Prepayment Penalty End Date]].]
[No [remaining] Lockout. [Prepayment Penalty of [ ]% of the prepaid amount up to but not including the [ ] mortgage loan payment date beyond the Lockout End Date disclosed above[; thereafter a
Prepayment Penalty of [ ]% of the prepaid amount up to but not including the [ ] mortgage loan payment date beyond the Lockout End Date disclosed above][, declining thereafter by 1% annually
[up to but not including the Prepayment Penalty End Date]].]
Exhibit B
Underlying Certificate[s]
Trust Asset
[Group]
[Subgroup]
Issuer
Series
Class
Issue
Date
CUSIP
Number
Interest
Rate
Interest
Type(1)
Final
Distribution
Date
Principal
Type(1)
Original
[Principal]
[or]
[Notional]
Balance of
Class
Underlying
Certificate
Factor(2)
[Principal]
[or]
[Notional]
Balance in
Trust
Approximate
Weighted Average
Coupon of
Percentage of
Mortgage
Class in
Loans(3)
Trust
Approximate Weighted
Average Remaining
Term to Maturity of
Mortgage Loans (in
months) (3)
Approximate
Weighted Average
Loan Age of
Mortgage Loans (in
months) (3)
Ginnie Mae
I or II
[(4)]
[(6)]
[(7)]
[(8)]
[(5)]
B-1
IV-3-58
(1) As defined under “Class Types” in Appendix I to the Multifamily Base Offering Circular.
(2) Underlying Certificate Factor[s] [are] [is] as of [
] 20[ ]. [NOTE TO TRUST COUNSEL: For deals with only “instant re-REMICS,” should replace with
“Based o n as sumed m ortgage l oan d ata as se t forth under “Cer tain Char acteristics of the Ginnie Mae Multifamily Certifica tes a nd the R elated Mortgage
Loans Unde rlying the [Gr oup [ ]] Trus t Assets” in the Terms Sheet ” in the [related] Underlying Certificate Disclosure Docume nt, ex cerpts of wh ich a re
attached as Exhibit B to this Supplement.]
(3) Based on information as of [INSERT CURRENT MONTH, YEAR].
[(4) MX Class.]
[(5) The Interest Rate will be calculated or described under “Terms Sheet — Interest Rates” in the [related] Underlying Certificate Disclosure Document, excerpts of which
are attached as Exhibit [C] to this Supplement.]
[NOTE TO TRUST COUNSEL: Modify footnotes (6), (7) and (8) as appropriate for Underlying Certificates in the Transaction.]
[(6) [Class[es] [ ] [and [ ]] [is an] [are] MX Class[es] that [is] [are] derived from [REMIC Classes] [other MX Classes] of separate Security Groups.]
[(7) Trust Asset Group[s] [ ] [Class [ ]] [is] [are] backed by [a] previously issued [REMIC] [or] [MX] Certificate[s], Class[es] [ ] [and [ ]] from Ginnie Mae REMIC Trust
[ - ] [and Class[es] [ ] [and [ ]] from Ginnie Mae MX Trust [ - ]], copies of the Cover Page[s] and Terms Sheet[s] from which are included in Exhibit B to this
Supplement.]
[(8) [Class[es] [ ] [and [ ]] [is] [are] backed by [a] previously issued [REMIC] [or] [MX] certificate[s], Class[es] [ ] [and [ ]] from Ginnie Mae [ - ] [and Class [ ] from
Ginnie Mae [ - ].] [Class [ ] is in turn backed by [a] previously issued [REMIC] [or] [MX] certificate[s], Class [ ] from Ginnie Mae [ - ] [and Class [ ] from Ginnie
Mae [ ]]. [Copies of t he Cover Pag e[s], Term s Sheet [s][,] [ Schedule I [,] [if ap plicable,] [[and] E xhibit[s] A [,][[and] Exhibit[s] B][,] [if app licable,]] [ and
Supplemental Statement[s][, if applicable,] from Ginnie Mae [ - ], [ - ] and [ - ] are included in Exhibit C, and [an] updated Exhibit[s] A for which [is] [are]
included i n E xhibit [D], to t his Supp lement.] [[This] [ These] previously issu ed certificate [s] are [indirectly] bac ked by cert ain mortgage l oans w hose ap proximate
weighted average characteristics are as follows:
Series
Class
[Approximate Weighted Average]
Coupon of Mortgage Loans(3)
Approximate Weighted Average
Remaining Term to Maturity of
Mortgage Loans (in months) (3)
Approximate Weighted Average Loan
Age of Mortgage Loans (in months) (3)]
Exhibit C
Cover Page[s], Terms Sheet[s][,] [Schedule I[,] [if applicable,] [[and] Exhibit[s] A[,] [if
applicable,]] [[and] Exhibit[s] B][,] [if applicable,]] [and Supplemental Statement[s][, if
applicable,] from Underlying Certificate Disclosure Document[s]
C-1
IV-3-59
Exhibit D
Updated Exhibit[s] A
D-1
IV-3-60
$[
]
Government National
Mortgage Association
GINNIE MAE®
Guaranteed Multifamily REMIC
Pass-Through Securities
[and MX Securities]
Ginnie Mae REMIC Trust 20[ ]-[ ]
OFFERING CIRCULAR SUPPLEMENT
[
], 20[ ]
[Sponsor]
[Co-Manager]
[Co-Sponsor]
IV-3-61
The Multifamily Base Offering Circular
is available in PDF format on Ginnie Mae’s website at:
www.ginniemae.gov
IV-4-1
FORM OF GUARANTY AGREEMENT FOR MULTIFAMILY TRANSACTIONS
GINNIE MAE REMIC [AND MX] SECURITIES GUARANTY AGREEMENT
Pursuant to Section 306(g) of the National Housing Act, the Government National Mortgage
Association (“Ginnie Mae”) hereby guarantees the timely payment of principal and interest on
the Ginnie Mae REMIC Securities [and Ginnie Mae MX Securities] in accordance with their
respective terms as established by the Trust Agreement, dated as of ___________, 20__, relating
to Ginnie Mae REMIC Trust 20__-__ (the “REMIC Trust Agreement”) [and the Trust
Agreement, dated as of ____________, 20__, relating to Ginnie Mae MX Trust 20__-__ (the
“MX Trust Agreement” and together with the REMIC Trust Agreement, the “Trust
Agreements”)].
Ginnie Mae hereby authorizes the Trustee under [the] [each] Trust Agreement to issue the
Securities provided for issuance thereunder, each of which Security shall be entitled to the
benefits of the guaranty set forth below, and, in the case of Certificated Securities, to authenticate
and deliver certificates representing such Securities, with the form of each such certificate to
include a guaranty to the following effect:
GUARANTY: THE GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION, PURSUANT TO SECTION 306(g) OF THE NATIONAL
HOUSING ACT, GUARANTEES THE TIMELY PAYMENT OF PRINCIPAL
AND INTEREST ON THIS SECURITY IN ACCORDANCE WITH THE
TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE RELATED
TRUST AGREEMENT. THE FULL FAITH AND CREDIT OF THE UNITED
STATES OF AMERICA IS PLEDGED TO THE PAYMENT OF ALL
AMOUNTS THAT MAY BE REQUIRED TO BE PAID UNDER THIS
GUARANTY. THE GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION DOES NOT GUARANTEE PAYMENTS OF PREPAYMENT
PENALTIES ON THIS SECURITY.
For purposes of determining the amount guaranteed by Ginnie Mae to the Holders of any
Residual Securities, “principal and interest” shall mean the amount to which such Holders are
entitled pursuant to the [applicable] Trust Agreement, notwithstanding the stated Original
Principal Balance and Interest Rate of such Securities. Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in the Trust Agreement[s].
IN WITNESS WHEREOF, Ginnie Mae has executed and delivered this Guaranty Agreement as
of the date set forth below.
GOVE
RNMENT NATIONAL MORTGAGE ASSOCIATION
By:_________________________________________________
Dated: ____________________
IV-5-1
FORM OF ACCOUNTANTS’ AGREED-UPON PROCEDURES REPORT
CONCERNING THE OFFERING CIRCULAR FOR
MULTIFAMILY TRANSACTIONS
[Print Date]
[Sponsor]
[Co-Sponsor]
Government National Mortgage Association
550 12th Street, SW, Third Floor
Washington, D.C. 20024
Independent Accountants’ Report on
Applying Agreed-Upon Procedures
Ginnie Mae REMIC Trust 20[ ]-[ ]
[and Ginnie Mae MX Trust 20[ ]-[ ]]
Ladies and Gentlemen:
We have perform ed the procedures enum erated below, which were ag reed to by the addressees
(the “Spec ified Parties” ), relating to the reco mputation o f certain inf ormation (which is th e
responsibility of the Sponsor and is identifie
d below) included in the Offering Circular
Supplement dated [Date of Printing ] (the “Supplem ent”) to the Base Offering Circular dated
October 1, 2011, relating to the offering of
$ _________ aggregate Original Class Principal
Balance of Ginnie Mae REMIC Trust 20 [ ]-[ ] Guaranteed Multifamily REMIC Pass-Throug h
Securities (the “ [REMIC] Securities”) [and Ginnie Mae MX Trust 20 [ ]-[ ] Guaranteed
Multifamily Grantor Trust Pass-Through Securities (t he “MX Securities” and, together with the
REMIC Securities, th e “Securities”)]. This agreed-upon procedur es engagement was conducted
in accordance with attestation standards established by the American Institute of Certified Public
Accountants. The sufficiency of these procedures is solely the responsibility of the addressees.
Consequently, we make no representations regarding the sufficiency of the procedures described
below either for the purpose f or which this repo rt has been requested or for any other purpose.
Capitalized term s used but not defined herein
have the m eanings ascribed to them in the
Supplement.
We are independent certified public accountants with respect to Ginnie Mae REMIC Trust 20[ ][ ] [and Ginnie Mae MX Trust 20 [ ]-[ ]] within the m eaning of Rule 101 of the Rules of
Conduct of the Code of Professional Conduct of
the American Institute of Certified Public
Accountants.
IV-6-1
In connection with the offering of the Securities and at your request, we have applied certain
agreed-upon procedures, as described below, to:
1. the characteristics of the [Group [ ]] Ginnie Mae Multifamily Certificates; and
2. the Supplement.
The [Group [ ] ]Ginnie Mae Multifamily Certificates
On [ ], we were furnished by representatives of the Sponsor with a computer generated file
containing certain information with respect to [ ] Ginnie Mae Multifamily Certificates as of the
Cut-off Date and the related record layout (the “Data File”). [On [
]] [From [ ] to [ ]],
we were also furnished with certain Source Documents (as defined in the attached Appendix I)
relating to the [ ] [Group [ ]] Ginnie Mae Multifamily Certificates. At the request of the Sponsor,
for each of the [ ] [Group [ ] ] Ginnie Mae Multifamily Certificates on the Data File, we
performed the comparisons and recomputations relating to certain characteristics (the
“Characteristics” as indicated on the attached Appendix I in the characteristics chart) to the
corresponding information set forth on or derived from the corresponding Source Documents and
found them to be in agreement.
The Source Documents and any other related documents were provided to us by representatives
of the Sponsor and our comparisons and recomputations were made using photocopies or
facsimile copies of the Source Documents. We were not requested to perform and we have not
performed any further procedures with respect to the preparation or verification of any of the
information set forth on the Source Documents and we make no representations as to the
accuracy and completeness of any of the information contained therein.
For purposes of the following procedures, we have also obtained the listing of CUSIP Numbers
for each Class of Securities provided to us by Standard & Poor’s CUSIP Service Bureau (the
“CUSIP Listing”), attached as Appendix II hereto.
[In addition, using (i) the Modeling Assumptions, (ii) [a] listing[s] of Ginnie Mae Certificates
([the] [each an] “Underlying Trust Asset File”) underlying [the] [each] Group [ ] [and Group [ ]]
Trust Asset[s] (the “Underlying Ginnie Mae Certificates”) obtained from e-Access, (iii) Class
Factors relating to [each] [the] Class of the Underlying Trust[s] obtained from e-Access, (iv)
information relating to [each of] the Underlying Ginnie Mae Certificate[s] shown in or derived
from a Ginnie Mae Factor Tape as of [
] obtained from NYSE Technologies, Inc. (the
“Factor Report”) and (v) the terms of the Securities set forth in the Supplement,]We have
performed the following procedures with respect to the information set forth under each of the
following captions in the Supplement.
THE SUPPLEMENT
Front Cover [and Schedule I] - Final Distribution Date:
Using the term s of the S ecurities set forth in th e Supplement, we recom puted the date on which
the Class Principal Balance [or Class Notional
Balance] of each of the Regular Classes [in
Security Group [ ]] would be reduced to zer
o assum ing t he Mortgage Loans underlying the
[Group [ ]] Trust Assets experience no voluntary or involuntary prepay ments [and that each
[Group [ ]] Trust CLC Mortgage Lo an is assum ed to have an interest only period until its
Maturity Date]. We compared each such date to the Final Distribution Date for the related Class
as shown in the table and found them to be in agreement. In addition, we confirm ed that the
Final Distribution Date for [(i)] [each of the Cla ss[es] in Security Group[ s] [ ] [and [ ]] [each of
the Regular Classes] [in Security Group [ ]] ha s been set equal to the la test Final Distribution
Date of the [related] Underly ing Certificate[s],] [(ii)] [[the] [each] MX Class is th e [latest] Final
Distribution Date for [Class [ ]] [[any of] its related REMIC Securities] and] [(iii)]] the Residual
Class is the latest Final Distribution Date for any of the Regular Classes.
Front Cover [and Schedule I] - CUSIP Number:
For each Class of Securities, we com pared th e CUSIP Num ber shown in the tab le[s] to the
CUSIP Number for such Class shown in the CUSIP Listing and found them to be in agreement.
Page S-[ ] - Composition of the Trust Assets:
[We compared the [(i)] num ber and aggregat e balance of the Ginnie Mae Project Loan
Certificates [and (ii) Ginnie Ma e C onstruction Loan Certificat es] [underlying the [Group [ ]]
Ginnie M ae Multif amily Certif icates] to th e inf ormation set forth in or derived from the Data
File and found them to be in agreement.] [We compared the number of Ginnie Mae Project Loan
Certificates, aggregate b alance of Ginnie Mae Pr oject Loan Certificates , number of Ginnie Mae
Construction Loan Certificates an d aggreg ate balance of Ginnie
Mae Construction Loan
Certificates [underlying the [Gr oup [ ]] Ginnie Mae Multifam ily Certificates] to the infor mation
set forth in or derived from the Data File and found them to be in agreement.] [We compared the
aggregate [principal] [or] [notional] balance[s] of the Group[s] [ ] [and Group [ ]] Trust Assets to
the information set forth in or derived from Exhibit B and found them to be in agreement.]
Page S-[ ] - Certain Characteristics of the Ginnie Mae Multifamily Certificates and the
Related Mortgage Loans Underlying the [Group [ ]] Trust Assets:
We compared the FHA Insurance P rogram[/Section 538 Guarantee Program], Principal Balance,
Number of Trust Assets , Percent of Total Bala nce, Weighted Average Mortgage In terest Rate,
Weighted Average Certificate Ra te, W eighted Average Or iginal Term to Ma turity, W eighted
Average Rem aining Term to Maturity, W eighted Average Period from Issuance, W eighted
Average Rem aining Lockout Period and W eighted Average Total Re maining Lockout and
Prepayment Penalty Period to the inf ormation set forth in or derived from the Data File and
found them to be in agreement.
Page S-[ ] – Lockout Periods and Prepayment Penalties; S-[ ] – Certain Additional
Characteristics of the Mortgage Loans - Prepayment Restrictions; S- [ ] - Yield
Considerations - Prepayments: Effect on Yields:
We compared the range and weighted average rem aining lockout period[, as applicable,] of the
Mortgage Loans [related to each Security Group] to the information set forth in or derived fro m
[(i)] the Data File[, with respect to Security Group [ ], and (ii) Exhibit D, with respect to Security
Group[s] [ ] [and [ ]],] and found them to be in agreement.
[Page S-_ - Scheduled Principal Balances:
Using [(a)] the lesser of the principal payments available on each Distribution Date at the
lowest and highest constant rate of PSA of the Structuring Range [or (b) the principal payments
available on each Distribution Date at the Structuring Rate, as applicable,] for the [PAC],
[Scheduled] and [TAC] Classes, [Components] and [Segments][(except with respect to [the
Group __ PAC Classes][Class[es] ___ [and
])] [and allowing for any payments required to be
made to Classes with a higher payment priority] [, assuming (as instructed by representatives of
the Sponsor) that in the case of Class[es] ___ [and
], that ...], we determined that [the
applicable portion of] each such amount was equal to the reduction in the [Scheduled Principal
Balance] [or] [Aggregate Scheduled Principal Balance] for that [Class] [or] [group of Classes][,
as applicable,] for the respective Distribution Date. As a result, we proved the mathematical
accuracy of the calculations which show that the [PAC], [Scheduled] [and] [TAC] Classes, [and]
[Components] [and] [Segments] [(except with respect to [the Group __ PAC Class[es]][Class[es]
___ [and ___])] have the Structuring [Range[s]] [and] [Rate[s]] shown in the table.]
Page S-[
] - Notional Class[es]:
Using the original Class Notional Balance[s] of the indicated Class[es] [(or portions thereof)], we
recomputed the percen tage of the O riginal Clas s Principal Balance of th e related Class[es] [,]
[or] Classes[,] [Com ponent[s]] [or Com ponents]] [or the percenta ge of the initial outstanding
[principal] [or] [notional] balance of the [related] Trust Asset[s] [Group[s]] represented by [each]
[such] Notional Class [(or portion thereof)]. We compared such recomputed percentage[s] to the
corresponding percentage[s] in the table and found them to be in agreement.
Page S-[
] - The Mortgage Loans:
We compared the [(1)] num ber [and aggregate balance] of the Mortgage Loans underlying the
[(i)] [Group [ ]] [Ginnie Mae Mult ifamily Certificates,] [(ii)] [Group [ ]][Trust PLCs,] [and]
[(iii)] [Group [ ]] [Trust CLCs ,] [[( iv)] [Group [ ] Underlying Ce rtificate Trust Assets,] [(v)]
[Group [ ] Trust CLCs,] [and] [(vi )] [Group [ ] Tr ust PLCs,]] [and] [(2) aggregate balance of the
[(i)] [Group [ ]] Trust PLC Mo rtgage Loans,] [and] [(ii)] [G roup [ ]] Trust CLC Mortgage
Loans,] [and] [(iii)] [Group [ ]] Trust PLC Mortg age Loans,] [and] [(iv)] [Group [ ]] Trust CLC
Mortgage Loans]] t o [(a) wi th re spect t o Group [ ],] [t he infor mation [set forth in] or derive d
from the Da ta File] [, and] [(b) with respec t to Group [ ] [and Group[s] [ ]],] the infor mation
derived from Exhibit D[,] and found them to be in agreement.
[Page S-[
] - Certain Additional Characteristics of the Mortgage Loans - Level Payments:
For Pool Number[s] [ ] [and [ ]], we com pared the [related] Monthly P&I Paym ent Amount
scheduled to be made during each period specified to the corresponding infor mation set forth in
the Data File and found them to be in agreement.]
[Pages S-__ Securities that Receive Principal on the Basis of Schedules:
We proved the mathematical accuracy of the calculations which show that [each] [the
group of] [PAC,] [Scheduled] [and] [TAC] Class[,] [and] Component] [and] [Segment] [or
group of Classes, as applicable,] would receive Scheduled Payments if the [related] Mortgage
Loans prepay at a constant rate equal to the following until that Class [or group of Classes] has
been retired:
[(a) for the [PAC] [and] [Scheduled] Class[es][,] [Class[es] [ ] [and [ ]]][,] [and]
[Component] and [Segment]:
I. the lowest constant rate of CPR shown in the table,
II. the highest constant rate of CPR shown in the table, and
III. each integral multiple of [ ]% CPR [, if any] that falls between the rates
shown for that Class [or group of Classes] in the table[.][;]]
(b) [for the [Scheduled] [and] [TAC] Class[es][,] [Class[es] [ ] [and [ ]]][,] [and]
[Component] [and] [Segment], the constant rate of CPR shown for that Class [or
group of [Classes] in the table.]
Pages S-[
] and S-[
] - Decrement Tables:
Using the Modeling Assumptions and the terms of the Securities set forth in the Supplem ent, we
recomputed for each R egular C lass [and MX Class] (i) the percentage of its O riginal Clas s
Principal Balance (or o riginal Class Notional Ba lance) that would rem ain outstanding following
the distributions made on each of the Distributio n Dates and at each of the constan t percentages
of CPR [and in the cas e of the [Fl oating Rate] [and] [Inverse Floating Rate ] Class[es], at each
constant level of [INDEX]] indicated in the [r elated] table and (ii) its corresponding W eighted
Average Life. W e compared such recom puted percentages and W eighted Average Lives to the
corresponding information set forth in the related tables and found them to be in agreement.
Page S-[
] – Yield Considerations – Prepayments: Effect on Yields:
We compared the weighted averag e remaining term to m aturity of the Mortgage L oans [related
to Security Group[s] [ ] [and [ ]] ] to th e information derived from the Data File and found
them to be in agreement.
Page S-[
] – Yield Table[s]:
Using the Modeling Assumptions, the terms of the Securities set forth in the Supplement and the
assumed purchase price[s] set forth in the yield
table[s], we recom puted the pre-tax yield to
maturity (corporate bond equivalen t) of [each] [the] indicated Class at each constan t percentage
of CPR shown in the [related] table. W e compared such recomputed yields to the corresponding
yields shown in the [related] table and found them to be in agreement.
[Schedule I – Available Combination[s]:
Using the information for the exchange of Securities shown on Schedule I, we proved the
mathematical accuracy of the calculations which show that (a) the aggregate principal balance[,
if any] of the Securities so surrendered equals that of the Securities so received and (b) the
aggregate monthly interest entitlement[, if any,] on the Securities received equals that of the
Securities surrendered.
[Exhibit A - [Group [ ] Trust Assets] - Characteristics of the [Group [ ]] Ginnie Mae
Multifamily Certificates and the Related Mortgage Loans
[For [the] [each] Group [ ] Trust Asset,] We compared the FHA Insurance Program[/Section 538
Guarantee P rogram], City[/County] , State, Mortgage Interest Ra te, Certificate Rate, Servicing
and Guaranty Fee Rate, Maturity Date (exp ressed as Month & Year), Monthly Principal and
Interest, Original Term to Matur ity, Rem aining Term to Maturity, Perio d from Issuance, Issu e
Date (expressed as Month & Year), Lockou
t End Date (expressed as Month & Year),
Prepayment Penalty End Date (expressed as Month & Year), Lockout/Prepayment Penalty Code,
Remaining Lockout Period[,] [and] Total Rem aining Lockout and Prepaym ent Penalty Period[,]
[and Re maining Interest Only Period][, and Ball oon Paym ent] to inform ation set forth in or
derived from the Data File and found them to be in agreement. In addition, for each Trust Asset
shown on Exhibit A, we recom puted the Principal Balance as of the Cut-off Date by multiplying
a factor (th e "Current Factor") ob tained from [the Factor Report] [a Ginn ie Mae Factor Tape as
of [ ] obtained from NYSE Technologies Inc .] [Bloomberg as of [ ] (the “B loomberg Data”)]
for that Trus t Asset, by the Orig inal Pool Amount set forth on th e Data File and co mpared such
recomputed amount to the corresponding am ount shown on Exhibit A and found them to be in
agreement.]
[Exhibit B – Underlying Certificate[s]:
We com pared the Approxim ate W eighted Aver age Coupon of Mortgage Loans, Approxim ate
Weighted Average Remaining Term to Maturity of Mortgage Loans and Approxim ate Weighted
Average Loan Age of Mortgage L oans underlyi ng [each] [the] Unde rlying Certificate to th e
corresponding infor mation shown in or derive d from Exhibit D and found the m to be in
agreement. In addition, for [each] [the] Underl ying Certificate, we co mpared the Underlying
Certificate Factor shown in Exhibit B to th e corresponding infor mation obtained from e-Access
and found t hem to be in agreem ent. For [each] [t he] Underlying Certificate, we recalculated th e
[Principal] [ or] [ Notional] Balance in the Trus t by determ ining the produc t of th e ( i) Orig inal
[Principal] [or] [Not ional] Ba lance of Class, (ii) Underlyi
ng Certificate Facto r and (iii)
Percentage of Class in Trust and found each such amount to be in agreem ent. Lastly, for [each]
[the] Under lying Certificate, we com pared th e Issue Date, CUSIP Nu mber, Interest Type,
[Interest Rat e [(for t he Fi xed Rate Cl ass[es])],] Final Distribution Date, Principal Type and
Original [Principal] [or] [Notional] Balance of Class to the corresponding inform ation set forth
in the [related] Underlying Certif icate Disclosure Document and found them to be in agreem ent.
We have not perfor med any procedures relating to the Percentage of Class in Trust and m ake no
representations with respect thereto.
Exhibit D – Characteristics of the [Group [ ]] [and Group [ ]] Ginnie Mae Multifamily
Certificates and the Related Mortgage Loans
For each Pool Number shown on [the] [each] Updated Exhibit A, we compared the [FHA
Program][,] [or] [FHA Insuran ce Program ] [or FHA Insurance Program /Section 538
Guarantee Program ][, as applicable], [City] [o r] [City/County][, as applicable], State,
Mortgage Interest Rate, Cer tificate Rate, Servicing and Guaranty Fee Rate, Lockout End
Date (expressed as Month & Year) [except with respect to the Updated Exhibit[s] A for
Ginnie Mae [ - ] [and [ - ]]], Prepayment Penalty E nd Date (expressed as Month & Year)
[except with respect to the Update d Exhibit[s] A for Ginnie Mae [ - ] [and [ - ]]] a nd
[Lockout/Prepayment Penalty Code] [or ] [L ockout/Prepayment Restriction Code][, a s
applicable], to the corres ponding inform ation set forth in the [related] Underlying
Certificate Disclosure Docum ent and found them to be in agreement. [For each Pool
Number shown on the Updated Exhibit[s] A for Ginnie Mae [ - ] [and [ - ]], we compared
the Lockout End Date (expressed as Month & Year) and the Prepayment Penalty End
Date (expressed as Month & Year) shown on t he [related] Updated Exhibit A to a date
one month later than the corresponding Loc kout End Date (expressed as Month & Y ear)
and Prepayment Penalty End Date (expressed as Month & Year) se t forth in the re lated
Underlying Certificate Disclosure Document and found them to be in agreem ent.] [In the
case of each Ginnie Mae Multifam ily Certificate which has converted from a Trust CLC
to a Trust PLC, (the “Converted PLCs”), we compared the updated Pool Num bers shown
on each Updated Exhibit A to the correspond ing PLC Pool Num ber shown in the Ginnie
Mae MBS Multifam ily Database (the "Multifam ily Database") and found them to be in
agreement.]
[For each Pool Number shown on [the] [each] Updated Exhibit A [(other than [Converted
PLCs [that have level paym ents]] [[,][and] Underlying Certificate Trust Assets in Ginnie
Mae [-] [and [-]]] [and Pool Numb er[s] [ ] [a nd [ ]] i n Gi nnie Mae [ - ] [[and] Pool
Number[s] [ ] [and [ ]] i n Ginnie Mae [ - ]], respectively])], we com pared the Mon thly
Principal and Interest to the corresponding infor
mation set forth in the [related]
Underlying Certificate Disclosu re Docum ent and found them to be in agreem ent. [For
each Converted PLC [that has level paym ents] [(other than [Underlying Certificate Trust
Assets in Ginnie Mae [-] [and [-]]] [[and] Pool Number[s] [ ] [and [ ]] in Ginnie Mae [ - ]]
[[and] Pool Number[s] [ ] [and [ ]] i n Ginnie Mae [ - ]], respectively])] we recom puted
the Monthly Principal and Interest by m ultiplying (i) the M onthly Principal and In terest
for that Trust Asset shown in the Multif amily Database and (ii) a f raction, the numerator
of which is equal to the Original Pool Amount set forth on the Underlying Trust Asset
File [ (or with resp ect to Pool Nu mber[s] [ ] [and [ ]] i n Gi nnie Mae [ - ] [and Pool
Number[s] [ ] [and [ ]] i n Gi nnie Mae [ - ]], as in structed by rep resentatives o f the
Sponsor, an original Pool Am ount of [ ] [and [ ], respectively)] and the denom inator of
which is equal to the Origin al Issued Am ount shown in the Multifam ily Database. W e
compared such recom puted inform ation to the corresponding inform ation shown in the
[related] Updated Exhibit A and found them to be in agreement.] [For Pool Number[s] [ ]
[and [ ]] i n Gi nnie Mae [ - ] [and Pool Nu mber[s] [ ] [and [ ]] i n Gi nnie Mae [ - ]][,
respectively,] we compared the Monthly
Principal and Interest provided by
representatives of the Sponsor to the corresponding inform ation shown in the related
Updated Exhibit A and found them to be in agreement.]]
For each Pool Num ber shown on [each] [the] Updated Exhibit A [(oth er than Converted
PLCs,] we com pared the Issue Date (exp ressed as Month & Year) a nd Matur ity Date
(expressed as Month & Year) to the correspond ing information set forth in the [related]
Underlying Certificate Disclosu re Docum ent and found them to be in agreem ent. For
each Converted PLC, we com pared the Issu e Date (exp ressed as Mo nth & Year) and
Maturity Date (expressed as Month & Year) to the corresponding information set forth in
the Multifamily Database and found them to be in agreement.
For each Pool Num ber shown on [each] [the] Up dated Exhibit A, we recom puted (i) the
Original Term to Maturity by deter mining the num ber of payment dates f rom the Issue
Date to the Matu rity Date, ( ii) th e Rem aining Term to Matur ity by dete rmining the
number of paym ent dates f rom the Cut-of f Date to the M aturity Da te, (iii) the Period
from Issuance by subtracting the Rem aining Term to Maturity from the Original Term to
Maturity, [ (iv) the Remaining Inter est Only Period[, as applicable], by subtracting the
number of paym ent dates be tween the Cu t-off Date and the settle ment date of the
Underlying Certificates from the Rem aining Interest Only P eriod shown in the [related]
Underlying Certificate Disclosure Document], [(iv)][(v)] the Remaining Lockout Period[,
as applicable], by determining the number of months from the Cut-off Date up to but not
including the Lockout End Date and [(v)
][(vi)] the Total Rem aining Lockout and
Prepayment Penalty Period [(except with respect to Pool Number[s] [ ] [and [ ]] in Ginnie
Mae [ - ] [and Pool Num ber[s] [ ] [and [ ]] i n Gi nnie Mae [ - ] ]) by determ ining the
number of months from the Cut-off Date up to but n ot inc luding the later o f the
Prepayment Penalty End Date or Lockout End Date, as applicable. [W ith respect to Pool
Number[s] [ ] [and [ ]] i n Ginnie Mae [ - ] [a nd Pool Number[s] [ ] [and [ ]] i n Ginnie
Mae [ - ]], we recom puted the Total Rem aining Lockout and Prepaym ent Penalty Period
by determ ining the number of months from the Cut-off Date up to and including the
Prepayment Penalty End Date.] We com
pared such recom puted in formation to the
corresponding information shown in the [rel ated] Updated Exhibit A and found them to
be in agreement.
In addition, for each Pool Num ber shown on [each] [the] Updated Exhibit A, we
recomputed the [Principal] [or] [Notional] Balance as of the Cut-off Date by m ultiplying
a factor obtained from the Factor Report fo r that Pool Num ber by the Original Pool
Amount set forth on the [related] Underlying Trus t Asset File [(or wi th respect to Pool
Number[s] [ ] [and [ ]] i n Ginnie Mae [ - ] [and Pool Num ber[s] [ ] [and [ ]] i n Ginnie
Mae [ - ]], as instructed by representatives of the Sponsor, an original Pool Am ount of [ ]
[and [ ], respectively)] and com pared such recom puted amount to the corresponding
amount shown on the [related] Updated Exhibit A and found them to be in agreement.
In each instance where we use the term “Cut-off Date,” we are referring to the Cut-off Date
for the Securities, as defined in the Supplement.]
Using the Modeling Assumptions and the terms of the Securities set forth in the Supplement and
assuming (i) the tim ely payment of principal and interest on the Trust Assets, ( ii) that no taxes
are imposed on the Trust REMICs and (iii) that no expenses are incurred (other than the Trustee
Fee), we determ ined that paym ents on the Trust Assets would be adequate to (a) m ake full and
timely paym ents of principal and interest on th e Securitie s and (b) re duce the Class Principal
Balance [or Class Notional Balance] of each Class of Securities to zero by its Final Distribution
Date, in e ach case in accordance with the term s as set f orth in the Supp lement regardless of the
rate of prepaym ents of the Mortgage Loans
underlying the Trust Assets [or the level of
[INDEX]].
It should be understood that we make no representations as to (a) questions of legal
interpretation; (b) the sufficiency for your purposes of the procedures enumerated in the
preceding paragraphs; (c) the accuracy of the information reported in or obtained from the
Source Documents, [e-Access,] the CUSIP Listing[, the Underlying Certificate Disclosure
Documents,] [the Multifamily Database] or NYSE Technologies, Inc. [or the Bloomberg Data];
(d) the accuracy of any information on the Data File, other than the Characteristics indicated in
the attached Appendix I; or (e) whether the actual payments on the Trust Assets and the
Securities will correspond to the payments calculated in accordance with the assumptions and
methodologies set forth in the Supplement. Further, we have addressed ourselves solely to the
foregoing data as set forth in the Supplement and we make no representations as to the adequacy
of disclosure or as to whether any material facts have been omitted.
We were not engaged to conduct, and did not conduct, an exam ination, the objective of which
would be the expression of an opinion on th
e above infor mation. Accordingly, we do not
express such an opinion. Had we perform ed a dditional procedures, other m atters m ight have
come to our attention that would have been reported to you. Furt hermore, there will usually be
differences between th e actual pay ments on the Tr ust Assets and the Securities as compared to
the payments calculated in acco rdance with th e assumptions and m ethodologies set forth in the
Supplement and described herein, because events and circumstances frequently do not occur as
expected, and those differences may be material. We have no responsibility to update this report
for events and circumstances occurring after the date of this report.
This repor t is sole ly f or the inf ormation and us e of the Specified Parties and of Ginnie Mae’s
Financial A dvisor, solely in connection with it s work on behalf of Ginnie Mae, in connection
with the offering of the Securiti es covered by the Supplem ent, a nd is not intended to be and
should not be used by a nyone other than these specifi ed parties. It is not to be used, circulated,
quoted or otherwise referred to for any other pur pose, including but not lim ited to the purchase
or sale of the Securities, nor is
it to be filed with or referred
to in whole or in part in the
Supplement or any other docum ent, except that re ference m ay be made to it in the Sponsor
Agreement or in any list of closing documents pertaining to the offering of the Securities.
Sincerely,
Characteristics:
1. Ginnie Mae Pool Number (for informational purposes only)
2. City[/County]
3. State
4. FHA Insurance Program[/Section 538 Guarantee Program]
5. Original Pool Amount
6. Certificate Rate
7. Issue Date
8. First Interest Payment Date
9. First Monthly P & I Payment Date
10. Maturity Date
11. Mortgage Interest Rate
12. Monthly P&I Payment Amount
13. Lockout End Date
14. Prepayment Penalty End Date
15. Lockout/Prepayment Description
16. Servicing and Guaranty Fee Rate
17. Original Term to Maturity
18. Remaining Term to Maturity
19. Interest Only Period
20. Period from Issuance
21. Remaining Lockout Period
22. Total Remaining Lockout and Prepayment Penalty Period
23. Balloon Payment
We compared Characteristics 1. through 10. to the related Ginnie Mae I Prospectus (the “Prospectus”).
[With respect to Characteristic 4., when a Prospectus provided that FHA Insurance Program 223(a)(7)
was the sole FHA multifamily insurance program for the related Ginnie Mae Multifamily Certificate, we
compared Characteristic 4. to the related Note (defined below) [or to information provided by
representatives of [Ginnie Mae] [or] [the Sponsor]].] For each Ginnie Mae Construction Loan Certificate
that has converted to a Ginnie Mae Project Loan Certificate, we compared Characteristics 5., 7., 8. and
10., to the related HUD Form 11705 or HUD Form 11706, and Characteristic 9. to the later of (i) the
Initial Payment Date in HUD Form 11705 or HUD Form 11706 and (ii) the First Monthly P & I Payment
Date in the Prospectus. We compared Characteristics 11. through 15. to the Mortgage Note and any
attachments thereto or made a part thereof (collectively, the “Note”). In certain instances, at the request
of representatives of the Sponsor, with respect to participation loans (as determined from the Data File),
we determined the Monthly P & I Payment Amount and Original Pool Amount by multiplying the
mortgage P & I payment amount and original pool amount (as stated in the related Note, Prospectus,
HUD Form 11705 or HUD Form 11706, as applicable), respectively, by the Percentage Owned (as set
forth on the Data File). The Prospectus, Note, HUD Form 11705 and HUD Form 11706 are herein
collectively referred to as the “Source Documents.”
With respect to Characteristic 16., we recomputed the Servicing and Guaranty Fee Rate by subtracting the
Certificate Rate (as set forth on the Prospectus) from the Mortgage Interest Rate (as set forth on the Note).
With respect to Characteristic 17., we recomputed the Original Term to Maturity by determining the
number of payment dates from the Issue Date to the Maturity Date (each as set forth on the Prospectus or
the related HUD Form 11705 or HUD Form 11706, as applicable).
With respect to Characteristic 18., we recomputed the Remaining Term to Maturity by determining the
number of payment dates from the Cut-off Date to the Maturity Date (as set forth on the Prospectus or the
related HUD Form 11705 or HUD Form 11706, as applicable).
With respect to Characteristic 19., we recomputed the Interest Only Period by determining the number of
payment dates from the First Interest Payment Date to the First Monthly P & I Payment Date (each as set
forth on the Prospectus or the related HUD Form 11705 or HUD Form 11706, as applicable).
With respect to Characteristic 20., we recomputed the Period from Issuance by subtracting the Remaining
Term to Maturity from the Original Term to Maturity.
With respect to Characteristic 21., we recomputed the Remaining Lockout Period, by determining the
number of months from the Cut-off Date up to but not including the Lockout End Date (as set forth on the
Note).
With respect to Characteristic 22., we recomputed the Total Remaining Lockout and Prepayment Penalty
Period by determining the number of months from the Cut-off Date up to but not including the later of the
Prepayment Penalty End Date or Lockout End Date, as applicable (as set forth on the Note).
With respect to Characteristic 23., we reviewed the Note to determine if any specified amortization term
is set forth therein and if so, whether such specified amortization term is longer than the original term to
maturity less any applicable interest only period (each as set forth in the Note) (in such case where the
specified amortization term is longer than the original term to maturity less any applicable interest only
period, a "Balloon Loan"). For each Balloon Loan, if any, we recomputed the Balloon Payment by
determining the remaining balance plus accrued interest thereon due as of the Maturity Date by using the
(i) Original Pool Amount multiplied by its Current Factor, (ii) First Monthly P & I Payment Date, (iii)
Maturity Date, (iv) Mortgage Interest Rate and (v) Monthly P & I Payment Amount (each as set forth on
the Note or Prospectus or the related HUD Form 11705 or HUD Form 11706, as applicable).
FORM OF ACCOUNTANTS’ AGREED-UPON PROCEDURES REPORT
AS OF THE CLOSING DATE FOR
MULTIFAMILY TRANSACTIONS
[Closing Date]
[Sponsor]
[Co-Sponsor]
Government National Mortgage Association
550 12th Street, SW, Third Floor
Washington, D.C. 20024
Independent Accountants’ Report on
Applying Agreed-Upon Procedures
Ginnie Mae REMIC Trust 20[ ]-[ ]
[and Ginnie Mae MX Trust 20[ ]-[ ]]
Ladies and Gentlemen:
We have perform ed the procedure[s] described below, which was agreed to by the addressees,
relating to the issuance of $_________ aggregate Or iginal Class Principa l Balance of Ginnie
Mae REMIC Trust 20 [ ]-[ ] G uaranteed Multifam ily REMI C Pass-Through Securities (the
“[REMIC] Securities”) pursuant to a Trust Ag
reement dated as of _______ __, 20__ (the
“[REMIC] Trust Agree ment”) [and Ginnie Mae MX Trust 20 [ ]-[ ]] Guaranteed Multifamily
Grantor T rust Pass-Through Securities (the “MX Securities” and, togeth er with the REMIC
Securities, the “Securities”) pursuant to a Trust Agreem ent dated as of [Closing Date] (the “MX
Trust Agreem ent” and, together with the REMIC Trust Agreem ent, the “Trust Agreem ent”).
This agreed-upon procedures engagem ent wa s conducted in accordance w
ith attestation
standards established by the American Institute of Certified Public Accountants. The sufficiency
of [this] [these] procedure[s] is solely the re sponsibility of the addr essees. Consequently, we
make no representations regarding the sufficiency of the procedure[s] desc ribed below either for
the purpose for which this report has been requested or for any other purpose. Capitalized terms
used but not defined herein have the meanings ascribed to them in the Trust Agreement.
We are independent certified public accountants with respect to Ginnie Mae REMIC Trust 20[ ][ ] [and Ginnie Mae MX Trust 20 [ ]-[ ]] within the m eaning of Rule 101 of the Rules of
Conduct of the Code of Professional Conduct of
the American Institute of Certified Public
Accountants.
For purposes of this report, we obtained the following:
(a) The 20[ ]-[ ] Offering Circular Supplement (the “Offering Circular Supplement”); and
IV-7-1
(b) The Trust Agreement.
Based on the foregoing, we performed the following procedure[s]:
For [each] [(i) each Group [ ]] Trust Asset, we compared the Pool Number and the Principal
Balance as of the Cut-off Date, shown on Exhibit A to the Offering Circular Supplement (which
is the responsibility of the Sponsor) [and (ii) each Group [ ] Trust Asset, we compared the Series,
Class and [Principal] [or] [Notional] Balance in Trust shown on Exhibit B to the Offering
Circular Supplement,] to the corresponding information included in the Trustee’s Receipt and
Safekeeping Agreement (attached hereto as “Schedule A”) provided to us by the Trustee and
found them to be in agreement.
It should be understood that we make no representations as to (a) questions of legal interpretation
or (b) the sufficiency of [this] [these] procedure[ s] for your pur poses. We were not engaged to
conduct, and did not conduct, an exam ination, the objective of which is the expression of an
opinion on the above infor mation. Accordingly, we do not express such an opinion. Had we
performed additional procedures, other matters might have come to our attention that would have
been reported to you, but such
procedures would not necessa
rily reveal any m aterial
misstatement of the information referred to above.
This report is solely for the information and use of the addressees and of Ginnie Mae’s Financial
Advisor, solely in connection with its work on behalf of Ginnie Mae, in connection with the
issuance of the Secu rities covered by the T rust Agreement and is not intended to be and should
not be used by anyone other than these specified part ies. It is not to be used, circulated, quoted
or otherwise referred to for any other purpose, including but not lim ited to, the purchase or sale
of the Securities, no r is it to be f iled with or referred to in whole or in pa rt in the Trus t
Agreement or the Offering Circular Supplem ent or any other docum ent, except that reference
may be made to it in the Sponsor Agreement or in any list of closing documents pertaining to the
issuance of the Securities.
Yours truly,
IV-7-2
| File Type | application/pdf |
| File Title | Microsoft Word - 36723468_10.doc |
| Author | 09314 |
| File Modified | 2013-12-24 |
| File Created | 2013-12-18 |