Call and Callable Class Securities

GINNIE MAE MULTICLASS SECURITIES PROGRAM

Government National Mortgage Association
[

MULTICLASS SECURITIES GUIDE

Part V:

Ginnie Mae Multiclass Securities Transactions:
Callable Securities

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 P rocedures Re port f or Si ngle Fam ily REM IC and
MX transactions concerning the Offering Circular........................................................ I-15

i

b.
8.
E. GLO

Accountants’ Agreed-Upon Procedures R eport f or Si ngle Fam ily R EMIC an d M X
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 m ultifamily transactions, additional transaction documents found in Parts I and II of th e Multiclass
Securities Gu ide m ust b e delivered, in cluding th e Tran saction In itiation Letter, Spo nsor Agreemen t, Transfer
Affidavit, C losing Flow of Fu nds I nstruction Let ter, Supplemental State ment, if ap plicable, R EMIC Tru st
Agreement, MX Trust Agree ment, if applicable, Trustee’s Receipt and Safekeeping Agreem ent and the Issuance
Statement. In addition, opinions of counsel found in Part II of the Multiclass Securities Gu ide must be delivered,
including the Tran saction Opinion, Sponsor Opinion, re levant Tax Opinions, Tr ustee’s Opi nion and Opi nion 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 Acc ountants’ A greed-Upon P rocedures R eport as of t he C losing Dat e f or
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 ................................................................................................
............. VI-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
SMBS Transactions ............................................................................................................. VI-18

for

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: CALLABLE TRANSACTIONS
INTRODUCTORY STATEMENT
Ginnie Mae provides for the guarantee of
Callable Securities under the Ginnie Mae
Multiclass Securities P rogram. As describ ed in m ore detail below, Callable S ecurities are
subject to redemption by the Holder of the Call Class Secu rities at the time or times specified in
the related Callable Trust Agreement.
The requ irements of the Ginnie M ae Mu lticlass Securities Program are set forth in the
Ginnie Mae Multiclas s Securities G uide (the “Guide”), which consists of seven parts. Refer to
Sections A and B of Part I of the Guide for an introduction to, and transaction guidelines for, the
Ginnie Mae Multiclass Securities P rogram generally (references in su ch Sections to a “Series”
shall be deemed to refer to a “Callable Series” unless otherwise required by the context). This
Part V of the Guide relates to the issuance of a Callable Series and provides for modifications of
the tran saction guidelin es for such issuance. Ca pitalized term s that are used but not defined
herein have the meanings ascribed thereto in the Glossary contained in Part I of the Guide.
The Standard Trust Provisions for Callable Trusts and S tandard Sponsor Provisions for
Callable Trusts are con tained in this Part V. For issuanc es of Callable Securities, the re lated
transaction parties are required to u se the forms of documents spec ifically r elated to callab le
transactions contained in this Par t V. Any changes to an y transa ction docum ents will requ ire
prior approval by Ginnie Mae and Ginnie Mae’s Legal Advisor.
This Part V of the Guide also provides in
important Ginnie Mae policy regarding Callable
Securities in Ginnie Mae REMIC Trusts.

formation regarding associated fees and
Trusts and the inclusion of Ca llable Class

CALLABLE TRUSTS
Each Callab le Ser ies of Securities will cons ist of one or more paired Classes: a “Call
Class” and a “Callable Class.” Th e Securities will ev idence interests in separate trusts (each, a
“Callable Trust” ). As describ ed in the Off ering Circular, the eligib le assets of ea ch Callable
Trust will consist of Ginnie M
ae Platinum Certif icates, Ginni e M ae MBS Certificates o r
Underlying Certificates that have not been
designated as Increased Minim um De nomination
Classes (“P ermitted U nderlying C ertificates”). The asse ts of any Callable Tr ust m ay be
subdivided into separate groups, each of which may relate to a sepa rate pair of Call and Callable
Class Securities.
Each Callab le Ser ies of Securities will be i ssued pursuan t to a sep arate Callable Trus t
Agreement which will incorporate the terms of the Standard Trust Provisions for Callable Trusts.
As further described therein, the Callable Clas s Securities w ill be entitle d to all distr ibutions on
the r elated Ginnie Ma e Platinum Certif icates, Ginnie M ae MBS Certif icates o r Perm itted
Underlying Certificates (other th an any amounts allocable to the pa yment of Trustee Fees). The
Call Class S ecurities will evidence the right to d irect the Tru stee to rede em the related Callable
Class Securities on the term s provided therein. Upon any s uch redem ption, the Holder of the

V-1-1

Call Class Securities will be en titled to re ceive from the Callable Trust the related Ginnie M ae
Platinum Certif icates, Ginnie Mae MBS Certif icates o r Perm itted Underly ing Certif icates in
exchange for the Call Class and the payment of the Redemption Amount and Exchange Fee. The
Call and Callable Class Securities a nd the r edemption and exchange m echanics are described in
detail in the Offering Circular for Callable Trusts in this Par t V. The Callab le Trust Agreement
that inco rporates the term s of the Standard Tru st Prov isions f or Callab le Trus ts se ts f orth the
circumstances under which the Call Class and Callabl e Class Securities in a Callable Series m ay
be exchanged for the related Trust Assets.
The Callable Class Securities will be guaranteed as to timely distribution of principal and
interest by Ginnie Mae . Additionally, Ginnie M ae will g uarantee to the Holder of each Call
Class Secu rity all am ounts, if any, due such Security on th e re lated Re demption Date which
represent distributions of prin cipal and interest as provided
in th e rela ted Ca llable Trus t
Agreement.
Callable Class Secur ities constitu te “eligib le colla teral” f or purpos es of Ginnie Mae’s
Multiclass regulations, and as such may be conveyed by Sponsors to Ginnie Mae REMIC Trusts.
FEES AND EXPENSES
1.
Trustee Fees. For all “stand-alone” Callable Trusts (i.e., if the Callable Class is
not deposited in a Ginnie Mae REMIC Trust
concurrently upon issuance), provision for the
payment of Trustee Fees shall be made by th e conveyance to a Callable Trust of Ginnie Mae
Platinum Certificates, Ginnie Mae M BS Certificates or Permitted Underlying Certificates with a
principal balance in excess of the Class Prin cipal Balance of the related Callable Cla ss. Und er
such arrangement, the Trustee will be entitled to a proportionate share of monthly paym ents of
principal and interest on the Trust Assets. U pon redemption of the related Callable Class, the
Trust Assets, including the excess portion (unle ss o therwise prov ided in th e r elated Callab le
Trust Agreement), will be conveyed to the Holder of the Call Class.
If a Callable Class is conveyed to a Ginnie Mae REMIC Trust upon issuance, the Sponsor
may utilize the above arrangem ent exclusively or in combination with a sim ilar arrangement at
the REMIC level. Plea se note, ho wever, tha t in cases in which m ultiple Callable Classes a re
issued in a Callable Series (i.e., the Callable Trust is divided into Trust Asset Groups) and are not
each conveyed to a Gi nnie Mae REMIC Trust, provision for the paym ent of Trustee Fees in
respect of each “stand-alone” Ca llable Class (i.e., those not conveyed to a Ginnie Mae REMIC
Trust) must be made at the Callable Trust level as described in the preceding paragraph.
2.
Exchange Fee. Upon any redem ption exercised by the Holder of the Call Class,
an Exchange Fee will be payable to the Trustee no later tha n 11:00 a.m. (Eastern tim e) on the
third business day preceding th e last day of the m onth preced ing th e month of the proposed
redemption. The “Exchange Fee” for any red emption will equal th e gr eater of (i) $5,000 o r
(ii) the lesser of $15,000 or 1/32 of 1% of the
outstanding principal bala nce of the applicable
Callable Class. In connection with any exchan ge of Callable Class Securitie s an d Call Class
Securities p ermitted by the related Callable T rust Agree ment, the Trustee m ay im pose an
Exchange Fee or a Transaction Fee payable to th e Trustee on the business day prior to exchange
date.

V-1-2

3.
Guaranty Fee . Ginnie Mae will be entitled to a Guaranty Fee payable at the
settlement (i.e., th e Clo sing Date) of each Call able Trust. The Guar anty Fee will equ al the
greater of (x) the sum of 0.02% of the first $200,000,000 of Original Class Principal Balance of
the related Callable Class (or Classes) and 0.01% for any additional amounts; and (y) $40,000.
The Guaranty Fee may be changed from time to time at Ginnie Mae’s discretion.
GINNIE MAE POLICIES REGARDING THE SECURITIES
In connection with offerings of Ginnie
determined that:

Mae Callable S ecurities, Ginnie Mae has



No Callable Class m ay be subjec t to re demption until the third Distrib ution Date
for such Cl ass unless Ginnie Mae appr oval has been obtained. Any Callable
Class Secur ity th at is r edeemable bef ore the twelf th Distr ibution Da te will be
deemed an Increased Minimum Denomination Class and, thus, will be required to
be issued in a minimum denomination that results in a minimum purchase price of
$100,000.



No Callable Class m ay be redeem ed unless the Trustee has determ ined, in the
manner provided in the Callable T rust Agr eement, that the m arket value of the
Ginnie Mae Platinum Certif icates, Ginnie Mae MBS Cert ificates or U nderlying
Certificates included in the Callable Trust e xceed their outstand ing principal
balance multiplied by the Redemption Price Percentage for such Callable Class.



In the event a Callable Class is included in a Ginnie Mae REMIC Trust, the entity
serving as T rustee for the Callable Trust must also serve in s uch capacity for the
REMIC Trust.



In the event a Callable Class is included in a Ginnie Mae REMIC Trust (or a Trust
Asset Group thereof), the Ginnie Mae RE MIC Trust (or T rust Asset Group) m ay
not issu e a Princip al O nly Secur ity with an in itial Class Princip al B alance in
excess of 10% of the Class Principal Ba lance of the Callable Class included in
such Callable Trust (or Trust Asset Group).



In cases in which a Callable Class is being included in a Ginnie Mae REMIC
Trust and the related Call Class is bei ng sold to an investor by the Sponsor,
additional copies of the rela ted Offering Circular m ust be distributed to investors
in the Call Class.

V-1-3

FORM OF OFFERING CIRCULAR FOR CALLABLE SECURITIES

V-2-0

Offering Circular

$[
]
Government National Mortgage Association

GINNIE MAE®
Guaranteed Callable Pass-Through Securities
Ginnie Mae Callable Trust 20[ ]-C[ ]
The Securities
The Trust will issue the Classes of
Securities list ed on the front cover of
this offering circular.
The Ginnie Mae Guaranty
Ginnie Mae will gu arantee the timely
payment of p rincipal an d i nterest o n
the se curities. Th e Gi nnie Ma e
Guaranty is b acked by th e full fait h
and credit of the Uni ted States of
America. Gi nnie Mae
does not
guarantee t he paym ent of any
premium included in any Redemption
Price.
The Trust and its Assets

Original
Principal
Balance(1)

Class

[Security Group 1]
[A][A1]...............
[B][B1]................
............................
[Security Group 2]
[A2].....................
[B2].....................
............................

[(2)]

Interest Class
Rate Type(3)

Interest
Type(3)

Initial
Redemption
[Final
Final
Redemption Redemption
Price
CUSIP Distribution
Date
Percentage(4) Number
Date(5)
Date]

[(6)] [Callable
[(2)] [Call]

[

100]%

[102]%

[Security Group 3]
............................
............................
............................
(1) Subject to increase as described under “Increase in Size” in this Offering Circular.
(2) The Call Class Securit[y][ies] [is] [are] not issued with [a] principal balance[s] and [is] [are] not entitled to
payments of any interest.
(3) As defined under “Class Types” in Appendix I or “Glossary” in Appendix II, as applicable, to the Base Offering
Circular.
(4) If the Redemption Price Percentage exceeds 100%, then the Redemption Price will include the Class Principal
Balance of the Callable Class Securities as well as an additional amount (the “premium”). See “Description of the
Securities — Redemption and Exchange” in this Offering Circular.
(5) See “Yield, Maturity and Prepayment Considerations — Final Distribution Date” in this Offering Circular.
[(6) See “Terms Sheet — Interest Rates” in this Offering Circular.]

The Trust will own [(1)] [Ginnie Mae
Platinum Certifica tes] [and] [,][ (2) ]
[Ginnie Mae Certificates] [[and] [[(3)]
[[a] certain
previ ously issue d
certificate[s]].
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 [ ] which highlights some of these risks.
The Sponsor will offer the securities from time to time in negotiated t ransactions at varying prices. We expect the
], 20[ ].
closing date to be [
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]
The date of this Offering Circular is [

], 20[ ].

V-2-1

AVAILABLE INFORMATION
You should purchase the secur ities only if you have read and understood the following
documents:


this Offering Circular[,] [and]



[[in the case of the Group [ ] securities,] the Base Of fering Ci rcular for Ginnie Mae
Platinum Certificates and
[each] [the] Of fering Circular Supplem ent thereto
applicable to the underlying Ginn ie Mae Platinum Certificate [s] (co llectively, the
“Ginnie Mae Platinum Offering Circular”)] [,] [and]



the Base Of fering Circular for Ginni e Mae Guaranteed REMIC Pass-Through
Securities (the “Base Offering Circular”) [and]



[in the case of the Gro up [ ] securities, ] the disclosure docum ent[s] relating to the
Underlying Certificate[s] (the “Underlying Certificate Disclosure Document[s]”).]

The [Ginnie Mae Platinum Offer ing Circular, ] Base Offering Circular [and] [the
Underlying Certificate Disclosure Docum ent[s]] [is] [are] available on Ginnie Mae’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 any document listed above.
Please cons ult the stand ard abbrev iations of Class Types included in the Base Offe ring
Circular as Appendix I and the Glossary included in the Base Offering Circular as Appendix
II for definitions of capitalized terms that are not otherwise defined herein.
TABLE OF CONTENTS
Page
Terms Sheet ........................................................3
Risk Factors ........................................................7
The Trust Asset[s] ...........................................12
Ginnie Mae Guaranty .....................................14
Description of the Securities .........................14
Yield, Maturity and Prepayment
Considerations ............................................ 20
Certain United States Federal Income
Tax Consequences ..................................... 28
State, Local and Foreign Tax
Considerations ............................................ 30
ERISA Matters ................................................ 30
Legal Investment Considerations ................ 31

2

Page
Plan of Distribution .........................................31
Increase in Size ................................................32
Legal Matters ................................................... 32
Exhibit A: Underlying Certificate[s] ........A-1
Exhibit B: Cover Page[s] [,] [and]
Terms Sheet[s] [,] [and] [Schedule
I[, if applicable,]][and Exhibit A[,
if applicable,]] from Underlying
Certificate Disclosure Document[s] .....B-1

V-2-2

TERMS SHEET
This terms sheet contains selected information for quick reference only. You should read
this Of fering Circula r, particula rly “Risk Fact ors,” and each of the other docum ents listed
under “Available Information.”
Sponsor: [

]

Trustee: [

]

Tax Administrator: The Trustee
Closing Date: [

], 20[ ]

Distribution Date[s]: [[For the Group [ ] Securities, the] [The] 16th day of each month or,
if the 16th day is not a Business Day, the first Business Day thereafter, commencing in [
]
20[ ].] [[For the Group [ ] Securities, the] [The] 20th day of each month or, if the 20th day
is not a Business Day, the first Business Day thereafter, commencing in [
] 20[ ].]
Callable Class Security: Any Class [A] [A1] Security.
Call Class Security : [The] [Any] Class [B] [B1] [or B[2]] Security.
Security: Any of the Call Class or Callable Class Securities.
Redemption and Exchange: The Holder of [the] [a] Call Class Secur ity will hav e the righ t
to direct the Trustee to redeem the [related] Callable Class Securities, in whole but not in part,
on [any Distribution Date (the “Redem ption Dat e”) on or af ter the Initia l Redem ption Date
[and on or before the Final Redemption Date
]] [ the Distribution Date (the “Redem ption
Date”) co inciding with the Initia l Redem ption Date (whic h is also th e Final Red emption
Date)] [for such Class]. Only one Holder is pe rmitted to hold [the] [a] Call Class Security at
any time. Upon redem ption of the [related] Callable Class S ecurities, the am ount payable to
the Holde rs of such Se curities will equal the Class Pr incipal Balance the reof plu s (i) the
premium thereon[, if any]* and (ii) accrued and unpaid interest on the Class Principal Balance
thereof to the Redemption Date, calculated as set forth under “Description of the Securities —
Redemption and Exchange” in this Offering Circular. Gi nnie Mae will guarantee th e timely
payment of principal and interest on the Secu rities. Ginnie Mae does not guarantee the
payment of any premium included in any Redemption Price.
[After the Final Redemption Date [for a Security Group], the Holder of all of the outstanding
Callable Class Securities [for that Security Group ] will have the right to direc t the Tr ustee to
exchange 100% of the outstanding balance of the Callable Class Securities for the [related]
Trust Asset [s]. See “Description of the Securities — Redemption and Exchange”
in this
Offering Circular.]
Redemption Date[s]: The Initial Redemption Date[s] [and the Final Redemption Date[s]] for
[the] [each Class of ] Callable Class Securities [is] [are] the Distribution Date[s] occurring in
the month[s] shown on the front cover of this Offering Circular.

* Note to Trust Counsel: In sert “, if any” if no premi um is payable in connection with the redemp tion of any
Class of Callable Class Securities.

3

V-2-3

Trust Asset[s]:
[Trust Asset
Group]

Trust Asset Type[(1)]

1 Ginnie
2 Ginnie
3

Mae [I] %
Mae [II]
[Underlying
Certificate[s]]

Certificate
Rate

Original Term
To Maturity
(in years)

[30]
[15]
(2) (2)

[(1) With respec t to [a] Trust Asset Group[s] consisting of [a] Ginni e M ae P latinum Certif icate[s], t he Trust Asset Type
refers to the Ginnie Mae MBS Certificates underlying the Ginnie Mae Platinum Certificate[s]].
[(2) Certain information regarding the Underlying Certificate[s] is set forth in Exhibits A and B to this Offering Circular.]

[Security Groups : This ser ies of Securities c onsists of multiple Se curity Grou ps (ea ch, a
“Group”), as shown on the front cover of this Offering Circular. Paym ents on each Security
Group will be based so lely on pay ments on the Trust Asset Group with the sam e numerical
designation.]
[NOTE TO TRUS T COUNSEL: DO NOT INCL UDE “ASSUME D” IF THE TRUS T
ASSET IS A PREVIOUSLY IS SUED REM IC SECURITY ISSUED PRIOR TO THE
MONTH OF THE CALLABLE ISSUANCE; INCLUDE “ASSUMED” IF THE TRUST
ASSET IS A REMIC SECURITY ISSUED IN T
HE SAME MONTH AS THE
CALLABLE ISSUANCE OR IS MBS OR PLATINUM SECURITIES.] [Assumed]
Characteristics of the Mortgage Loans Underlying the [Group [ ]] Trust Asset[s]1:
Principal
Balance[2]

Weighted Average
Remaining Term to
Maturity (in
months)

Weighted Average
Loan Age
(in months)

[Weighted
Average]
Mortgage Rate[3]

$

Group 1 Trust Assets

$

%

$

%

Group 2 Trust Asset4

$
$
1

[2
[3
[4

4

%

%

As of [
], 20[ ].
Does not include [the Group [ ]] Trust Assets that will be added to pay the Trustee Fee.]
The Mortgage Loans underlying the [Group [ ]] Trust Assets may bear interest at rates ranging from 0.25%
to 1.50% per annum above the related Certificate Rate.]
More t han 10% of th e Mor tgage Lo ans underlying th e [Group [ ]] T rust Assets m ay be higher ba lance
Mortgage L oans. See “Risk Fa ctors” in th is Offering Circu lar.] [NOTE: ONLY USE THIS
FOOTNOTE TO IDENTIFY TRUS T ASSET GROUPS THAT ARE BACKED BY “M JM” , “ M

V-2-4

FS”, “All ARMs”, C SF”, “C BD”, “X BD” or “X SN” MORTGAGE LOANS.]

The actual remaining terms to m aturity [and loan ages] [, loan ages and [, in the c ase of the
Group [ ] Trust Asset, ] Mortgage Rates ] of many of the Mortgage L oans [underlying the
Group [ ] Trust Assets ] will differ from the weighted averages shown above, perhaps
significantly. See “The Trust Assets” in this Offering Circular.]
[[Assumed] Characteristics of the Mortgage Loans Underlying the [Group [ ] [and [ ]]
Trust Assets: See Exhibit A to this Offering Circul ar for certain information regarding the
characteristics of the Mortgage Loans included in the [related] Underlying Trust[s].]
Issuance of Securities : The Calla ble Cla ss Se curities will initia lly be issued in bo ok-entry
form through the book-entry system of the U.S. Federal R eserve Banks (the “Fedwire BookEntry System”). The Call Class Securit [y][ies] will be issu ed in f ully registered, certificated
form. See “Description of the Securities — Form of Securities” in this Offering Circular.
Increased Minimum Denomination Class[es ]: [The Callable Class Securities. ][The Class
[A] [ A1] [ and A2 ] Securities]. [None.] [NOTE TO TRUST COUNSEL: List all Classes of
Callable Class Securities that are redeem
able within le ss than twelve m onths.] See
“Description of the Securities — Form of Securities” in this Offering Circular.
Interest Rates : [The I nterest Rate [s] for the Fixed Rate Class [es] [is] [are] shown on the
front cover of this Offering Circular.]
[Class[es] [__] [and [__]] [is an] [are] Ascending Rate Class [es] that will bear in terest at the
per annum initial Interest Rate [s] shown below for the indicated num ber of Accrual Periods
and at the per annum Interest Rate[s] shown below thereafter:
Class

Initial Interest Rate

Accrual Periods

Rate Thereafter]

[Class [ ] is [an Ascending] [a Descending] Rate Class that will bear in terest at a per annum
Interest Rate of [ ]% for the first [ ] Accrual Periods and [ ]% thereafter.]
The Call Class Securit[y][ies] [is] [are] are not entitled to any interest, and no amounts will be
distributable thereon, except as described in this Offering Circular.
Allocation of Principal: On each Distribution Date [for a Security Group], [[a percentage of
the Principal Distribution Amount [for that Group] will be applied to the Trustee Fee, and the
remainder of ] the Principal Distribution Amount
[(the “Adjusted Principal D istribution
Amount”)]] [the Principal Distribution Am ount] [for [each] [that] Sec urity Group ] will be
distributed to the [related] Callable Class Secu rities until th e Class Principal Balance thereof
has been reduced to zero. The Call Class Secu rit[y][ies] [is] [are] not issued with [a] Class
Principal Balance[s], and no amounts will be dis tributable thereon, except as described under
“Description of the Securities — Redemption and Exchange” in this Offering Circular.
[Accrual Class[es]: Interest will accrue on [the] [each] Accrual Class identified on the front
cover of this Offering Circular at the per a nnum rate set forth on that page. However, no
interest will be dis tributed to the Callable Class S ecurities as interest. In terest so accru ed on
[the Callable Class Securities] [such Class[es]] on each Distribution Date will con stitute [the]
[an] Accrual Amount, which will be added to the Class Principal Balance of such Class on
each Distribution Date.
5

V-2-5

Principal will be distrib uted to [[the] [each Class of] Callable Class Securities ] [the Class [ ]
Securities] when received as principal from the [related] Underlying Certificate[s], as set forth
in this Term s Sheet und er “Allocation of Prin cipal.” The [ related] Underlying Certificate[s]
[is] [are] also [an Accrual Class ] [ Accrual Classes ]. Inte rest will ac crue on [each] [the]
Underlying Certificate at the pe r a nnum Intere st Rate se t fort h in the front cover of the
[related] Underlying Certificate Disclosure Document attached as Exhibit B to this Offering
Circular. However, no interest will be distributed to the [related] Underlying Certificate as
interest, but will constitute an Accrual Amount with respect to the [related] Underlying Trust,
which will be added to the Cl ass Principal Balan ce of the [related] Underlying Certificate on
each Distribution Date and will be distributable as principal as set forth in the Terms Sheet of
the [related] Underly ing Certificate Disclo sure Do cument inc luded in Exhibit B to th is
Offering Circular. The
[related] Underlying Certificate [s] will n ot re ceive princ ipal
distributions until the C lass Pr incipal Balan ce[s] of [its][their] related Accretion Directed
Class[es] [is][are] redu ced to zero . W hen such prin cipal distributions comm ence, the
Principal Distribution Amount [for the related Callable Class Securities ] will inc lude th e
Accrual Amount for the
[related] Underlying Certificate [s].] [NOTE TO TRUS T
COUNSEL: THE ABOVE
LANGUAGE IS USED FOR UNDERLYING
CERTIFICATES THAT ARE ACCRUAL CLASSES]

6

V-2-6

RISK FACTORS
You should purchase securities only if
you understand and are able to bear the
associated risks. The risks applicable to your investment depend on the principal and interest
type of your securities. This section highlights certain of these risks.
The rate of principal payments on the
underlying mortgage lo ans will affect the
rate of principal payments on
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 asset[s].
Any historical data regarding m
ortgage
loan prepaym ent rates m
ay not be
indicative of the rate of future prepayments
on the underlying m ortgage loans, and no
assurances can be given about the rates at
which the underly ing mortgage lo ans will
prepay. To the extent the property
securing a mortgage lo an is released from
the lien under the related m ortgage, the
proceeds g enerated by any sale thereof
may be used by the borrower to prepay the
mortgage loan in whole or in part. W
e
expect the rate of principal paym ents on
the underlying m ortgage loans to vary.
Borrowers genera lly m ay prepay their
mortgage loans at any tim
e without
penalty.
The term s of the m ortgage loans m ay be
modified to perm it, am ong other things, a
partial release of security which rele ases a
portion of the mortgaged property from the
lien secur ing the m ortgage loan. Partial
releases of security m ay reduce th e valu e
of the rem aining se curity and also allow
the related borrower to sell the r eleased
property an d generate proceeds th at m ay
be used to prepay th e mortgage loan in
whole or in part.
In addition to voluntary prepaym
ents,
mortgage lo ans can be prepaid as a resu lt
of governmental m ortgage insurance claim
payments, loss mitigation arrangements,
7

repurchases or liquida tions of defaulted
mortgage loans. Although under certain
circumstances Ginnie Mae issuers have the
option to repurchase defaulted m ortgage
loans from the related pool
underlying a
Ginnie Mae MBS certificate, they are not
obligated to do so. Defaulted m
ortgage
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 availab le to pay the securities.
No assuran ces can be given as to the
timing or fr equency of any governm ental
mortgage insurance claim payments, issuer
repurchases, loss m itigation a rrangements
or foreclosure proceedings with respect to
defaulted m ortgage loans
and the
resulting effect on the tim
ing or
rate of principal paym ents on your
securities.
Callable class secur ities are subject to
redemption prior to their
final
distribution date. [The] [Each class of ]
callable class securities [is] [are] subject to
redemption on [any distribution date on or
after the initial red emption date [and on or
before the final redem ption date ]] [on the
distribution date co inciding with the initial
redemption date (which is also the final
redemption date) ] [for that clas s]. A
redemption of callab le class secu rities is
more like ly to occur to the ex tent tha t
prevailing mortgage interest rates have
declined or the m
arket value o f the
[related] tru st asse t[s] otherwise exceeds
the redemption price for such trust asset[s].
[The existence of redem ption risk m ay
V-2-7

diminish significantly the ab ility of the
holder to sell a callab le class secu rity at a
premium.] The value of a callab le class
security, an d according ly the value of [its
related] [ the] call class security,
m ay
fluctuate significan tly depending on the
prevailing interest rates.
Rates of principal payments and the
occurrence [and timing]
 of an
y
redemption can reduce your yield. T he
yield on yo ur secur ities probably will be
lower than you expect if:


you bought your securities at a
premium and principal paym ents
are faster than you expected (or [a]
[an early] redemption occurs), or



you bought your securities at a
discount and principal paym ents
are slower than you expected (and a
redemption does not occur).

In addition, if your securities are purchased
at a significant prem ium, you could lose
money on your investm ent if prepaym ents
occur at a rapid rate.
Under certain circumstances, a Ginnie
Mae issuer has the rig ht to repurchase a
defaulted mortgage loan from the related
pool of mortgage loans underlying a
particular Ginnie Mae MBS certificate,
the e ffect o f which would be comparable
to a prepayment of su ch mortgage loan.
At its option and w ithout Ginnie Mae’s
prior con sent, a Ginnie Mae issu er m ay
repurchase any m ortgage loan at an
amount equal to par less any amounts
 Note to Tr ust Counsel: Insert th is sentence i f
no premium is pay able i n connection wi th t he
redemption of any C lass of C allable C lass
Securities.
 Note to Trust Counsel: b racketed l anguage
should be deleted i f eac h C lass o f C allable C lass
Securities h as id entical In itial an d Fin al
Redemption Dates.

8

previously advanced b y such issuer in
connection with its
responsibilities as
servicer of such m ortgage loan to the
extent th at (i) in the c ase of a mortgag e
loan included in a pool of m ortgage loans
underlying a Ginnie Mae MBS certificate
issued on or before Decem ber 1, 2002,
such m ortgage loan has been delinquent
for four consecutive months, and at least
one delinquent paym ent rem ains uncured
or (ii) in the case of a m
ortgage loan
included in a pool of m
ortgage loans
underlying a Ginnie Mae MBS certificate
issued on or after January 1, 2003, no
payment has been m ade on such m ortgage
loan for three consecutive m onths. Any
such repurc hase will re sult in prep ayment
of the princ ipal balance or reduc tion in th e
notional b alance of the se
curities
ultimately b acked by such m ortgage loan.
No assuran ces can be given as to the
timing or frequency of such repurchases.
An investment in the s ecurities is subject
to significa nt reinve stment r isk. The rate
of principal paym ents on your securities is
uncertain. You m ay be unable to reinvest
the paym ents on your securities at the
same returns provided by the securities.
Lower prevailing inte rest rate s m ay result
in an unexpected return of principal. In
that in terest rate cl imate, higher yielding
reinvestment opportunities m ay be limited.
Conversely, higher prevailing interest rates
may result in slower returns of principal
and you may not be able to take advantage
of higher yielding investm
ent
opportunities. The final paym ent on your
security m ay occur m uch earlier than the
final distribution date.
[The rate o f payments on the underly ing
certificate[s] will directly affect the rate of
payments o n the [gro up [ ] ] se curities.
The underlying certif icate[s] will be
sensitive [in varying degrees] to:

V-2-8



the rate of paym ents 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 series.]

[NOTE T O TRUS T COUNS EL: For
sequential classes of second or lower
priority, including PAC, TAC, SCH or
SUP classes with a seq uential pay rule. ]
[As described in the [related] und erlying
certificate d isclosure document[s], [certain
of] the und erlying certificate [s] [included
in trust asset group [ ]] are not en titled to
distributions of principal
[NOTE TO
TRUST COUNSEL: I nclude only if such
accrual amount is payable while higher
priority bonds are outst anding: (other than
from any applicable accrual am ount)] until
[a] certain class [es] of the rela
ted
underlying series [have] [has] been retired
and, accordingly, distrib utions of principal
of the related m ortgage loans for extended
periods m ay be applie d to th e distr ibution
of principal of [those] [ that] classes of
certificates having pr
iority ov er th e
underlying certificate[s].]
[NOTE T O TRUS T COUNS EL: For
PAC, TAC, SCH or SUP classes that fit
the description. ] [ In addition, [certain of ]
the underlying certificate [s] [included in
trust asset group [ ]] are support classes
that are entitled to
receive principal
distributions [NOTE TO TRUS
T
COUNSEL: Include on ly if such accrual
amount is payable while higher priority
bonds are outstanding. ] [(other than from
any applicable accrual a mount)] only if
scheduled paym ents have been m ade on
* Note to Trust C ounsel: th is can b e deleted if
each underlying certificate is the only certifi cate in
its unde rlying security group to recei ve principal
payments.

9

other specified cla sses of the rela ted
underlying series [(or if specified classes
have been retired) ]. Accordingly, the
underlying certificate [s] m ay receive no
principal distributions for extended periods
of time [or may receive principal payments
that vary widely from period to period].]
[As described in the [related] und erlying
disclosure d ocument[s],] [ In a ddition,] the
principal en titlement[s] of certa in [of the ]
underlying certificate [s] [ included in trust
asset groups [ ] [ through] [and] [ ]] on any
payment date [is] [are] calculated, directly
or indirectly, on the basis of schedules; no
assurance can be give n that the underlying
certificates will adhere to th eir schedules.]
Further, prepaym ents on the related
mortgage loans may have occurred at rates
faster or slower tha
n those initially
assumed.
[The trus t a sset[s] underlying [certain of ]
the underlying certificate [s] [included in
trust asset group [s] [ ] [and [ ]] [is also
a]
[are also ] previously issued
certificate[s] that represent [s] ben eficial
ownership interests in [a] separate trust [s].
The rate of paym ents on the previously
issued certificate [s] backing [this] [these]
[the] underlying certificate [s] will d irectly
affect the tim ing and rate of
[principal
payments on ] [your] [the group [ ] [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 certificate [s] backing
[this]
[these]
[the] underlying
certificate[s].]
[This offering circular contains no
information as to whether
[the] [ an]
 Note to Trust Counsel: Th is language sh ould
be in cluded t o th e ex tent that an und erlying

(continued…)
V-2-9

underlying certificate [s] [ or the r elated
class[es] w ith which [the][a] notional
underlying certificate [s] reduce [s]] [has]
[have] adhered to
[any applicable ]
principal balance sche dules, whet her a ny
related supporting classes rem
ain
outstanding or whether the underlying
certificate[s] otherwise ] [ has] [have]
performed as originally anticipated.
Additional inf ormation as to the
underlying certificate [s] [included in trust
asset groups [ ] [through] [and] [ ]] may be
obtained by perform ing an analysis of
current prin cipal facto rs of the underly ing
certificates in ligh
t of applicab
le
information contained in the
[related]
underlying certificate disclosure
document[s].]]
[NOTE TO TRUST C OUNSEL: FOR
USE IN AL L DEAL S] Up to 10 % of the
mortgage loans underlying the [group []]
trust assets [NOTE: SPECIFY
NONJUMBO ASSET GROUPS (“X SF” OR
“M SF” POOLS) ONL Y IF DEAL ALSO
INCLUDES JUMBO (“M JM” “M FS”,
“All ARMs”, “C SF”, “C BD”, “X BD”
or “X SN”) POOLS] [and up to [100]% of
the mortgage loans underlying the group
[ ] trust assets
] [NOTE TO TRUST
COUNSEL: INSERT ALL GROUP S
BACKED BY “M JM” “M FS”, “All
ARMs”, “C SF”, “C BD”, “X BD” or “X
SN” POOLS AND APPROXIMATE
PERCENTAGE OF THE TRUS
T
ASSETS FOR THAT GROUP
CONSISTING OF “M JM” OR “ M FS”
POOLS] may be higher balance mortgage
loans.
Subject to special pooling
parameters set f orth in the Ginnie Mae
Mortgage-Backed Securities Guide,
qualifying f ederally-insured or guaranteed
certificate was issued at least one month prior to
the issuance of the Callable Securities.

10

mortgage loans that exceed certain balance
thresholds established by Ginnie Mae
(“higher balance m ortgage loans”) m ay be
included in Ginnie Ma e guaranteed pools.
There are n o historical perform ance data
regarding the prepaym ent rates for higher
balance m ortgage loan s. If the higher
balance m ortgage loans prepay faster or
slower than expected, the weighted
average liv es and yields of the related
securities are lik ely to b e affected, p erhaps
significantly. Furtherm ore, higher balance
mortgage loans tend to be concen trated in
certain geographic areas, which m
ay
experience relatively higher rates of
defaults in the even t of adverse eco nomic
conditions. No assurances can be given
about the prepaym
ent experience or
performance of the higher balance
mortgage loans.
The securities may n ot be a suitable
investment for you.
[The securities [,
especially the group [ ] securities,] may
not be suitable investm
ents for all
investors. In particu lar, the call class
securities[,] [and the ] [ascending rate, ]
[descending rate,] [and] [accrual] class[es]
[is] [are] not [a] suitable investm ent[s] for
all investors. ][NOTE TO TRUST
COUNSEL: insert the f ollowing se ntence
in place of the first two sentences if all of
the c lasses f all in to on e of the categorie s
noted in the preced
ing sentence : The
securities are not su itable investm ents for
all investors.]
In addition, although the sponsor intends to
make a market for the purchase and sale of
the se curities af ter the ir initia l issua nce, 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 inves tment in any class will enable
you to realize a desired yield on that
investment.
V-2-10

You will b ear th e m arket risks of your
investment. The m arket values of the
classes are likely to
fluctuate. These
fluctuations m ay be significant and could
result in significant losses to you.
The secon dary m arkets for m ortgagerelated securities have experienced periods
of illiquidity and can be expected to do so
in the f uture. Illiqu idity can h ave a
severely ad verse effect on the prices of
classes that are especially sensitive to
prepayment, redem ption or interest rate
risk o r th at have been structured to m eet
the inves tment requ irements of lim ited
categories of investors.
You are en couraged to consult ad visors
regarding the financial, legal, tax and other
aspects of an investm ent in the securities.
You should not purchase the securities of
any class u nless you understand and are
able to b ear the p repayment, yield,
liquidity, market and any redem ption risks
associated with that class.
The actual characteristics of the
underlying mortgage lo ans will affect the
weighted average lives and yields o f your
securities. The yield an d decrement tables
in this offering circular are based on
assumed characteristics which are likely to
be different from the actual characteristics.
As a result, the yields on your securities
could be lower than yo u expected, even if
the m ortgage loans prep ay at the constant
prepayment rates set forth in the applicable
table.
It is highly unlikel y that the underlying
mortgage lo ans will pr epay at any of the
prepayment rates assumed in this offering
circular, or at any co nstant p repayment
rate.

11

V-2-11

THE TRUST ASSET[S]
General
The Sponsor intends to acquire the Trust Asset [s] in [a] privately negotiated transaction[s]
[on] [prior to] [on or prior to ] the Closing Date and to sell [it] [them] to the Trus t according to
the terms of a Trust Agreem ent between the Spons or and the Trustee. The Sponsor will m ake
certain representations and warran ties with re spect to the Trust Asse t[s]. [The] [All] Tr ust
Asset[s] [ , regardless of whether the asse ts con sist of [Trust MBS ] [or] [the] [an] [Underlying
Certificates[s]], will evidence, [directly or] indirectly, Ginnie Mae Certificates.
[The Trust MBS [(Group[s] [1] [and] [2]]
[The Trust MBS] [The] Group [1] Trust Assets ] are either:
1. Ginnie Mae I MBS Certificates guaranteed by Ginnie Mae, or
2. Ginnie Mae Platinum Certificates back ed by Ginnie Mae I MBS Certificates
guaranteed by Ginnie Mae.

and

Each Mortgage Loan underlying a Gi nnie Mae I MBS Cert ificate be ars interes t at a Mo rtgage
Rate 0.50% per annum greater than the related Certificate Rate. The difference between the
Mortgage R ate and the Certif icate Rate is use d to pay the rela ted se rvicers of the Mortgag e
Loans a m onthly servicing fee and Ginnie Mae a fee for its guaranty of the Ginnie Mae I MBS
Certificate of 0.44% per annum and 0.06% per annum , respectively, of the outstanding principal
balance of the Mortgage Loan.]
[The Trust MBS] [The Group 2 Trust Assets] are either:
1. Ginnie Mae II MBS Certificates guaranteed by Ginnie Mae, or
2. Ginnie Mae Platinum Certificates back ed by Ginnie Mae II MBS Certificates and
guaranteed by Ginnie Mae.
Each Mortgage Loan underlying a Ginnie Mae II MBS Certificate issued prior to July 1, 2003
bears interest at a Mortgage Rate 0.50% to 1.50% per annum greater than the related Certificate
Rate. Each Mortgage Loan underlying a Ginnie Mae II MBS Certificate issued on or after July 1,
2003 bears interest at a Mortgage Rate 0.25%
to 0.75% per annum great er than the related
Certificate Rate. Ginnie Mae rece ives a fee (th e “Ginnie Mae Certificate Guaranty Fee”) for its
guaranty of each Ginn ie Mae II MBS Certifi cate of 0.06% per ann um of the outstand ing
principal balance of each related Mortgage Loan . The difference between (a) the Mortgage Rate
and (b) the sum of the Certificate Rate and the rate of the Ginnie Mae Certificate Guaranty Fee is
used to pay the related servicers of the Mortgage Loans a monthly servicing fee.]
[The Underlying Certificates[s] [(Group[3])]
The [Group [3]] Trust Asset [s] [is an ] [ are] Underlying Certificate [s] that r epresent[s]
beneficial ownership interests in [a] [one or more] separate trust[s], the assets of which evidence
direct or indirect beneficial ownership interests in certain Ginnie Mae Certificates. [Each] [The]
Underlying Certificate constitutes all or a portio n of a class of a [separate] Series of certificates
described in the [related] Underlying Certificate Disclosure Document, excerpts o f which are
attached as Exhibit B to this O
ffering Circul ar. The Underlying Ce rtificate Disclosu re
12
V-2-12

Document[s] m ay be obtained from the Inform ation Agent as described under “Available
Information” in this Offering Circular. [Investors are cautioned that material changes in facts
and circumstances may have occurred since the date of [certain of the] [the] [each] Underlying
Certificate Disclosur e Docum ent[s], including changes in prepaym ent rates, pr evailing inte rest
rates and other econom ic factors, which m ay limit the usefulness of, and be directly contrary to
the assumptions used in preparing the information included in, the offering document.]*
[Each] [ The] Underlying Certificate provides for m onthly distributions and is further
described in the table contained in Exhibit A to this Offering Circu lar. T he table also sets forth
information regarding approximate weighted average remaining terms to maturity, loan ages and
mortgage rates of the Mortgage Loans underlying the related Ginnie Mae Certificates.]
The Mortgage Loans
[The Mortgage Loans underlying the [Group [ ]] [Trust Assets] are exp ected to hav e, on a
weighted av erage basis, the ch aracteristics set f orth in th e Terms Sheet under “ [Assumed]
Characteristics of the Mort gage L oans Underlying the [Group [ ]] Trust Assets.” ] [The
Mortgage L oans underlying the Underlying Certificate [s] are expected to have, on a weighted
average basis, the characteristics set fort h in Exhibit A to this Offering Circular. ] The Mortgage
Loans will consist of f irst lien, s ingle-family, f ixed rate, r esidential mortgage lo ans that are
insured or guaranteed by the Federal Housing Administration, the United States Departm ent of
Veterans Af fairs, Rural Developm ent or the Un ited States Departm ent of Housing a nd Urban
Development (“HUD”). The term s of the Mortga ge Loans m ay be m odified to allow, a mong
other things, the borrower at its option to obtain a partial r elease of security which release s a
portion of the Mortgaged Property from the lien securing the Mortgage Loan.
[Specific inf ormation regarding the char acteristics of the M ortgage Loans [underlying the
Trust MBS ] is not available. For purposes of this Offering Circular, certain assum ptions have
been made regarding th e remaining terms to maturity [and loan ages ] [, loan ages and [, in the
case of the Group [ ] Trust Asse ts,] Mortgage Rates ] of the M ortgage Loa ns [underlying the
Trust MBS]. However, the actual remaining terms to maturity [and loan ages] [, loan ages and [,
in the case of the Group [ ] Trust Assets,] Mortgage Rates] of many of the Mortgage Loans will
differ from the charac teristics assumed, perhaps si gnificantly. This will be the case even if the
weighted average characteris tics of the Mort gage Loans are the sam
e as the assum ed
characteristics. Sm all differences in the ch aracteristics o f the Mortg age Loans can have a
significant effect on th e W eighted Average Lives and yields of the Securities.
See “Ri sk
Factors” and “Yield, Maturity and Prepayment Considerations” in this Offering Circular.]
Trustee Fee
[The Sponsor will contribute certai n Ginnie Mae Certificates in re spect of the fee to b e paid
to the Trus tee (the “T rustee Fee”).] On each Distribu tion Date, the T rustee will retain [a fixed
percentage of] all p rincipal and interest distributions received on [specified Trust Assets] [such
Ginnie Mae Certificates ] in paym ent of [the Trustee Fee] [its fee (th e “Trustee Fee”)]. [ NOTE
TO TRUST COUNSEL: GINNIE MAE CERTIFICAT ES THAT ARE C ONTRIBUTED TO
* Note to Trust Counsel : Thi s sent ence should be i ncluded t o t he e xtent t hat t he Underlying C ertificates are
issued at least one month prior to the issuance of the Callable Securities.

13

V-2-13

A SEPARATE TRUST ASSET GROUP IN RESPE CT OF THE TRUSTEE FEE MUST HAVE
THE LONGEST WARM COMPARED TO ALL OTHER TRUST ASSET GROUPS.]
GINNIE MAE GUARANTY
The Government National Mortgage Association (“Ginnie Mae”), a wholly-owned corporate
instrumentality of the United St ates of Am erica within HUD, gua rantees the tim ely payment of
principal and interest on the Securities. Ginnie Mae also guarantees to the Holder of [each] [the]
Call Class Security all a mounts, if any, due thereon on the
[related] Redemption Date,
representing principal a nd interest as described in this O ffering Circular. The General Counsel
of HUD has provided an opinion to the effect th at Ginnie Mae has the au thority to guarantee
multiclass s ecurities an d that Ginn ie Mae gua ranties will constitute g eneral oblig ations of th e
United Sta tes, f or which the f ull f aith and cred it of the United States is pledged. Ginnie Mae
does not guaranty the payment of any premium included in any Redemption Price.
DESCRIPTION OF THE SECURITIES
General
The description of the Securities contained in th is Offering Circular 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.
Form of Securities
The Callable Class Securities in itially will be issued and m aintained on, and may be
transferred only on, the Fedwire Book-Entry Sy
stem. Beneficial Owners of Book-Entry
Securities will ord inarily hold th e Callable Class Secu rities th rough one or m ore financial
intermediaries, such as banks, brok erage firm s and securities clearing or ganizations which are
eligible to m aintain book-entr y accounts with the Federal Re serve B ank of New York. By
request accompanied by the paym ent of a transf er fee of $25,000 per physical certificate to be
issued, a Beneficial Owner may receive a Callable Class Security in certificated form.
The Callable Class Securities [(other than the Increased Minimum Denomination Class[es])]
will be issu ed in m inimum dollar denom inations [of initial principal balance of $1,000 and
integral multiples of $1 in excess of $1,000. ] [The Increased Minimum Denomination Class[es]
will be issued in minimum dollar denominations] that equal [(i)] $100,000 in initial principal [or
notional] balance [or ( ii) the initia l princ ipal [or notional ] b alance if such balanc e is less than
$100,000]. [NOTE T O TRUS T COUNS EL: If the initial pr incipal balan ce is less tha n
$100,000 the minimum dollar denominations may be set equal to such balance.]
[Each] [ The] Call Class Security will b e is sued as a s ingle cer tificated, f ully reg istered
security, rep resenting th e entire in terest in such Class, and m ay be transferred or exchanged at
the Corporate Trust Of fice of the T rustee. Only one Holder is perm itted to hold [the] [a] Call
Class Security at any tim e. The Trustee m ay im pose a se rvice charge upon Holders for any
registration of exchange or tr ansfer of certificated secu rities, and the Trustee may require
payment of a sum sufficient to cover any ta
x or other governm ental charge incurred in
connection with any transfer.

14

V-2-14

Distributions
Distributions on the Ca llable Class Securities will be m ade on each Distribu tion Date a s
specified un der “Terms Sheet — Distribu tion Date [s]” in this Offering Circular. On each
[related] Distribution Date, the Distribution Am ount will be distr ibuted to the Holder s of record
as of the close of business on the last Business Day of the calendar month immediately preceding
the month in which the Distribu tion Date occurs (each, a “Record Date”). Beneficial Owners of
Book-Entry Securities will receive distributions through credits to accounts maintained for their
benefit on the books and records of the appropriat e financial interm ediaries. The "Distribution
Amount" for each Distribution Date [for each Class of Callab le Class Securities ] will be the
aggregate of the [Adjusted] Principal Distribution Amount and the Interest Distribution Am ount
for that date. For purposes hereof, a “Business
Day” is a day other than (a) a Saturday or
Sunday, (b) a day on which the banking institutions in the state of New York are authorized or
obligated b y law or ex ecutive ord er to rem ain closed or (c) a Fed eral lega l pu blic ho liday.
Except as described under "— Red emption and Exchange," no am ounts will b e distributable to
the Call Class Securit[y]ties].
Interest Distributions
The amount of interest (the “Interest Di stribution Amount”) to be distributed on [each Class
of] [ the] Ca llable Class Securities on any Distribution Date will equ al inte rest acc rued f or th e
related Accrual Period on the
Class Principal Balance ther eof immediately before that
Distribution Date at the [related] Int erest Rate [specified on the front c over of this Offering
Circular] [set forth under “Terms Sheet — Interest Rates” in this Offering Circular].


The Accrual Period will be the calendar month preceding the Distribution Date.



Interest will be calculated on the basis of
months.



Interest distributable on [(or accrued in the cas e of [an] [the] Accrual Class)] [the] [each
Class of ] C allable Clas s Securities for any Dist ribution Date will con sist of 30 d ays’
interest on [its] [the] Class Principal Balance [thereof] as of the related Record Date.



Investors can calculate the a mount of interest to be distributed [(or accrued in the case of
[an] [the] A ccrual Class)] on [the] [ each Clas s of ] Callable Class Securities for any
Distribution Date by using the [related] Class F actor published in the preceding m onth.
See “— Class Factors” below.

a 360-day year consisting of twelve 30-day

[Fixed Rate Class[es]
[The] [Each] Fixed Rate Class will bear interest at the per annum Interest Rate shown on the
front cover of this Offering Circular.]
[Accrual Class[es]
[Each of] Class[es] [ ] [and [ ]] is an Accrual Class. Inte rest will a ccrue on the Accrua l
Class[es] and be distributed as described under “
Terms S heet — Accrual Class [es]” in this
Offering Circular.]
Principal Distributions
The [Adjusted] Principal Distribution Amount for each Distribution Date [for each Security
Group] will be dis tributed to the Holders of the [related] Callab le Class Securities. T he
15

V-2-15

"[Adjusted] Principal Distribu tion Am ount" for each Distribution Date
[and each Group ]
represents the aggregate of am ounts in resp ect of princip al rec eived on the [related] Trust
Asset[s] on the distribution date for [the] [such] Trust Asset [s] occurring in th e month of such
Distribution Date[, net of the principal portion of am ounts allocable to the Excess MBS Portion
in payment of the m onthly Trustee’s Fee ]; except that, in th e event that the facto r for any Trust
Asset (each, a “Certificate Factor”) is not availab le on the date specified in the Trust Agreem ent,
no a mounts in respect of principal for such Trust Asset will be dis tributable to the [related]
Callable Class Securities on the f ollowing Distribution Date. [“Excess MBS Portion” refers to
the ex cess of the principal balan ce of the [related] Trust Asset [s] ov er th e Clas s Princ ipal
Balance of the [related] Callable Class Securities. ] Investors can calculate the a
mount of
principal to be distribu ted with res pect to any Distribution Date by using the Class Facto rs
published in the preceding and current months. See “— Class Factors” below.
Redemption and Exchange
The Holder of [each] [the] Call Cla ss Security will have th e right to direct th e Trustee to
cause the redemption of the [related] Callable Class Securities, in whole but not in part, on [any
Distribution Date on or after the Initial Redemption Date [and on or before the Final Redemption
Date]] [ the Distribu tion Date co inciding with the In itial R edemption Date (which is a lso the
Final Redemption Date)][for that Callable Class]. However, such a redem ption may be effected
only if, as of the tim e specified in the Trust Ag reement on the date the Trustee receives notice
from the Holder of the [related] Call Class Security directing such redemption, the [related] Trust
Asset[s] [has] [have] a m arket value in exces s of [its] [ their] outstanding principal balance
multiplied by the [ applicable] Redemption Pric e Percentage. The determ ination by the Truste e
of the m arket value, in accordan ce with the Trust Agreement, w ill (in the absence of manifest
error) be final and binding. [Each] [The] redemption of Callable Class Securities will be made at
the Redemption Price (defined below) for such Securities.
The Holder of [the] [a] Call Class Security proposing to effect a redemption may notify the
Trustee at any tim e during the m onth preceding re demption but m ust do so no later than 11:0 0
a.m. Eastern time on the third Business Day preced ing the last calendar day of such month ([the]
[each, a] “Redemption Notice Date”). Any such notice is required to be delivered to the Trustee
in writing at its Corporate Trust Of fice at [address]. The Trustee may be contacted by telephone
at [
], and by fax at [
]. Any notic e rece ived a fter 11:00 a. m. will be
deemed to be received on the next following Business Day before 11:00 a.m.
No later tha n the [applicable] Redemption Notice Date, the Holder of the [applicable] Call
Class Security must surrender [its] [the] Call Class Security to the Trustee and deposit a fee (th e
“Exchange Fee”) and the Rede mption Am ount with the Trustee. The “Rede mption Am ount”
will equal the sum of:

16



the outstanding principal balance of the [related] Trust Asset[s] (based o n the Certificate
Factor[s] published for such
Trust Asset[s] for the m onth prior to the m onth of
redemption) multiplied by the rede mption price percentage shown on the f ront cover of
this Of fering Circula r for the
[related Cla ss of ] Callable Clas s Securities (the
“Redemption Price Percentage”), and



an amount equal to the interest that would be payable on the [related Class of ] Callable
Class Secu rities for th e period from the fi rst day of the month of redem ption to the
Redemption Date, calculated on the basis of [its] [the applicable] Interest Rate and Class
V-2-16

Factor pub lished in the m onth preceding redemption [; provided, however , that in the
event of a redem ption during the month in which the In terest Ra te on the [related]
Callable Class Securities that is an Ascending Rate Class is scheduled to increase as
described under “Terms Sheet — Inter est Rates” in this Of fering Circular, the applicable
Interest Rate used to calculate such accrued in terest will be the [lower] [higher] Interest
Rate in effect for the Callab le Class Securities during the month preceding the m onth of
redemption]. [The applicable Intere st Rate use d to calcu late su ch in terest will be th e
[higher][lower] Interest Rate in effect for the Callable Class Securities during the month
of redemption.]
Example: [If the Redem ption Date f alls on the 16 th day of the month, the
Redemption Amount will in clude 15 days of accrued in terest [at [ ]% per
th
annum].] [ If the Redemption Date falls on the 20
day of the month, the
Redemption Amount will in clude 19 days of accrued in terest [at [ ]% per
annum].]
The Exchange Fee for any redemption will equal the greater of:


$5,000 or



the lesser of $15,000 or 1/32 of
1% of the outstanding
[applicable] Callable Class Securities.

principal balance of the

Upon delivery of the Rede mption Am ount and the Exchange Fee, surrender of the
[applicable] Call Class S ecurity to th e Trustee an d determination of a satisfactory m arket value
for such Trust Asset [s] as described above, the notice of redem ption and exchange will becom e
irrevocable, and redemption of the [related] C allable Clas s Securities will b e made on th e
Distribution Date in the month following the month of the [related] Redemption Notice Date.
On the Redem ption Date, the Trustee will rede em the [applicable Class of] Callable Class
Securities by distributing to each Holder of [the] [such related] Callable Class Secu rities its pro
rata share o f the Redemption Pric e f or [the] [ such Clas s of ] Callable Class Securities. Th e
“Redemption Price” will equal the sum of:

17



100% of the outstanding principal balance of
Securities;

[the] [ such Class of ] Callable C lass



[NOTE T O TRUS T COUNSEL: om it this bulle t item if no prem ium is payable in
connection with the redem ption of any Class of Callable Class Securities][the pre mium,
which will equal the p roduct of (i) the exce ss of the Redemption Price Percentag e for
[such Class of][the] Callable Class Securitie s over 100% and (ii) the reduced principal
balance of [such Class] [the Callable Class Securities] determ ined on the basis of the
Class Facto r for [such Class] [the Callab le C lass Securities] that w ould have bee n
published in the month of redemption were no redemption to occur;]



accrued interest at the Interest Rate born
e b y [the] [ such Class of ] Callable Class
Securities f or the Accrual Period preced ing such Redemption Date, based o
n the
outstanding principal balance thereof; and



additional accrued interest at the [related] [applicable] Interest Rate for the period fro m
the first day of the month of redemption to the Redemption Date, calculated on a reduced
principal balance determ ined on the basis of the Class Factor for [the] [such Clas s of ]
V-2-17

Callable Class Securiti es that would have been publis hed in the m onth of redemption
were no redem ption to occur [; pro vided, however , that in the event of a redemptio n
during the month in which the Interest Rate on the
[related] Callable Class Secur ities
[that is an Ascending Rate Class ] is scheduled to increase as described under
“Terms
Sheet — I nterest Rate s” in this Of fering Circu lar, th e app licable Intere st Rate use d to
calculate su ch addition al accrued in terest will b e the [lower] [ higher] I nterest Rate in
effect for [the] [such Class of ] Callable Class S ecurities during the month preceding the
month of redem ption]. [The applica ble Inte rest Rate us ed to calcula te such add itional
accrued interest will be the [higher][lower] Interest Rate in ef fect for the Callable Class
Securities during the month of redemption.]
Example: [If the Redem ption Date f alls on the 16 th day of the month, the
Redemption Price will include 15 days of additional accru ed interest [at [ ]% per
th
annum].] [ If the Redemption Date falls on the 20
day of the month, the
Redemption Price will include 19 days of additional accru ed interest [at [ ]% per
annum].]
Distribution of the Redemption Price in respect of the [related] Callable Class Securities on
the [related] Redem ption Date will be in lieu o f any di stribution of principa l and interest that
would otherwise be m ade on that d ate. Accor ding to th e term s of the Ginnie Mae Guaranty,
Ginnie Mae will guarantee payment in full of the Class Principal Balance of [the][each Class of]
Callable Class Securities. Ginnie Mae does not guarantee the payment of any premium included
in any Redemption Price.
Subject to the conditio ns described above, th e Trustee will deliver the
[related] Trust
Asset[s] to the Holder o f the [applicable] Call C lass Security on the first Business Day of the
month of redemption. In addition, o n the Redemption Date, the T rustee will remit to the Hold er
of [the] [such] Call Class Security the sum of:


the positive dif ference, if any , of the Re demption Amount paid by such Holder and the
distributions received on the [related] Trust Asset[s] in the month of redemption [(net[, if
applicable,] [ of the Trustee Fee payable to the Trustee on such date )] less the
Redemption Price for [the] [such] Callable Class Securities, and



investment earnings, if any , on the Rede mption Amount (which, following deposit, is
expected to be invested by the Trustee in short-term Treasury obligations).

Amounts distributable to the Holder of [the] [ such] Call C lass Security on a Redem ption
Date will constitute principal or interest to the extent of the source of su ch amounts, as provided
in the Trust Agreement.
[The Holder of both [a][the] Call Class Security and all of the outstanding related C allable
Class Securities shall have the righ t to exchan ge such Call Class Security and 100% of the
outstanding balance of the relate d C allable C lass Securities for the related Trus t As sets. The
Holder of such Securities proposing to effect such an exchange m ust notify the Trustee at least
three Business Days preceding the exchange date (the “Exchange Date”), as described above.
On the Business Day pr ior to th e E xchange Da te, th e Hold er will de liver th e Secu rities to the
Trustee and deposit with the Trustee a Tran saction Fee in the am ount of $__________, and the
exchange w ill becom e irrevo cable. On th e Exchange Date, th e T rustee sha ll cancel such
Securities, shall cause the rem oval of such Callable Class Securities from the Book-Entry
18

V-2-18

Depository Account and shall cred it the rem aining related Trust A ssets to the account of the
surrendering Holder.]*
[After the Final Rede mption Date [for a Security Gro up], the H older of all of the
outstanding Callable Class Securities [for that Security Group ] will have the righ t to direct the
Trustee to exchange 100% of the outstanding balance of th e Callab le Class Secur ities f or the
[related underlying] Trust Asset[s]. However, such an exchange may be effected only if none of
[the] [such] Callable Class Securities are h eld by a RE MIC Trust. The Holder o f a Callable
Class proposing to effect such an ex change must notify the Trustee a t least three Business Days
preceding the exchange date (the “Exchange Date”), as described above.
On the Business Day prior to the Ex change Date, the Holder will [pay the Exchange Fee, as
described above, and ]** delive r the Callable Class Secur ities to the T rustee, and the exchange
will becom e irrevo cable. On the Exchange Date the Trus tee shall cre dit the rem aining Trus t
Asset[s] [underlying the related Security Group] to the account of the surrendering Holder.]
Class Factors
The Trustee will calcu late and m ake availab le f or [the] [ each Class of ] Callable Class
Securities, no later than the day preceding the [applicable] Distribution Date, th e factor (carried
out to eight decimal places) that when multiplied by the original Class Principal Balance [of that
Class] [thereof], determines the Cla ss Principal Balance af ter giving effect to the distribution of
principal to be m ade on the Securities [(and any addition to the Cl ass Principal Balan ce of [the]
[an] Accrual Class)] on that Distribution Date (each, a “Class Factor”).


The Class Factor for [the] [any Class of ] Callable Class Securities for each month
following the issuance of the Securities will re flect its remaining Class Principal Balance
after giving effect to any principal distribution [(or addition to prin cipal)] to be m ade on
the Distribution Date occurring in that month.



The Class Factor for [the] [each Class of ] Callab le Clas s Securities for the m onth of
issuance is 1.00000000.



Based on the Class Factors published in the pr eceding and current m onths (and Interest
Rate[s]), investors in [the] [any Class of] Callable Class Securities [(other than [an] [the]
Accrual Class)] can calculate the amount of principal and interest to be distributed to that
Class [and investors in [the][an] Accrual Class can calculate the total amount of principal
[and interest] to be distr ibuted to (o r interest to be added to the Class Principal Balance
of) that Class] on the Distribution Date in the current month.



Investors may obtain current Class Factor s on Ginnie Mae’ s Multiclass Securities eAccess located on Ginnie Mae’s website (“e-Access”).

* NOTE TO TRUST COUNSEL: t he foregoing exchange option should be included if th e Trustee requ ires the
payment of a Transaction Fee.
** NOTE TO TRUST COUNSEL: a n Exchange Fee is not required by Ginnie Mae, but if one is to be charged
under these circumstances, it must be disclosed.

19

V-2-19

Termination
The Trustee, at its option, m ay purchase or cause the sale of the Trust A sset[s] (unless the
Holder of [the] [ a] Call Class Secu rity ha s pre viously tendered its notice of redemption) and
thereby term inate the Trust on any Distributi on Date on which the aggregate of the Class
Principal B alances of the Securitie s is less tha n 1% of the aggregate or iginal Cla ss Princ ipal
Balances of the Securities.
Upon any term ination of the Trust, the Holder of any outstanding Callable Class Security
will be entitled to rece ive that Holder’s alloca ble share of the Class Princ ipal Balance of that
Class of Callable Class Securitie s plus any accrued and unpaid inte rest thereon at the applicable
Interest Rate.
Upon any such term ination, no a mounts will be distribu table with respect to the Call Class
Securit[y][ies].
YIELD, MATURITY AND PREPAYMENT CONSIDERATIONS
General
The prepaym ent experience of th e Mortgage L oans underlying the [related] Trust Asset [s]
will af fect the W eighted Average Lives of a nd the yie lds realized by investo rs in the [related]
Securities.


The Mortgage Loans do not contain “due-on- sale” provisions, and any Mortgage Loan
may be prepaid in full or in part at any time without penalty.



The rate of payments (including prepayments and payments in respect of liquidations) on
the Mortgage Loans is dependent on a variet y of economic, geographic, social and other
factors, including prevailing market interest rates and general economic factors.

The rate of prepaym ents with res pect to si ngle-family mortgage loans has fluctuated
significantly in recent years. Although there is no a ssurance that prepaym ent patterns for the
Mortgage L oans will co nform to pa tterns for more trad itional types of convention al fixed-rate
mortgage loans, generally:


if m ortgage interes t rates f all m aterially belo w the Mo rtgage Rate s on any of the
Mortgage Loans (giving consideration to the co st of refinancing), th e rate of prepaym ent
of those Mortgage Loans would be expected to increase; and



if m ortgage inte rest r ates r ise m aterially above the Mortgage Rates on any of
the
Mortgage Loans, the rate of prepaym ent of those Mortgage Loans would be expected to
decrease.

In addition, following any Mortgage Loan defa ult and the subsequent liquidation of the
underlying Mortgaged Property, the principal balance of such Mortgage Loan will be distributed
through a combination of liquidation proceeds, advances from the related Ginnie Mae Issuer and,
to the ex tent necessary, proceeds of Gi nnie Mae’s guaranty of the Trust Asset [s]. As a result,
defaults exp erienced on the Mortgag e Loans will accelerate the dis tribution of principal of the
Securities.
The terms of the Mortgage Loans m ay be modi fied to perm it, among other things, a partial
release of security, which releases a portion of the m ortgaged property from the lien securing the
20

V-2-20

Mortgage Loan. Partia l releases of security m ay allow the rela ted borrower to sell the rele ased
property an d generate p roceeds that m ay be used to prepay the Mo rtgage Loan in whole or in
part.
Under certain circum stances, the Trustee ha s the option to purchas e the Trust Asset [s],
thereby effecting early retire ment of the Securities.
See “Descriptio n of the Securities —
Termination” in this Offering Circular.
[Investors in the [Group [ ]] Securities are urged to re view the discussion under “Risk
Factors — The rate of payments on the underlying certificate [s] will d irectly affec t the rate of
payments on the [group [ ]] securities” in this Offering Circular.]
In addition, the Callable Class Secu rities are subject to redem ption. See “Risk Factors —
Callable class securities are subject to redemption prior to their final distribution date.”
Assumability
Each Mortgage Loan may be assumed, subject to HUD review and approval upon the sale of
the related Mortgaged Property.
Final Distribution Date
The Final D istribution Date for [the][each] Callable Class [Securities][Security], w hich is
set f orth on the f ront c over of th is Of fering Circu lar, is th e la test da te on which the [related]
Class Principal Balance [thereof] will be reduced to zero.


The actual retirem ent of [any Security][the Callable Clas s Securities] may occur earlier
than its Fin al Distribu tion Date (a s a re sult of the occu rrence of a redem ption or
otherwise).



According to the term s of the Ginnie Mae Guar anty, Ginnie Mae will g uarantee payment
in f ull of the Class Pr incipal Bala nce of the Callable Class Secur ities no la ter than
[the][their] [respective] Final Distribution Date[s].

Modeling Assumptions
[Unless otherwise indicated, the] [The] tables that follow have been prepared on the basis of
[the ch aracteristics of th e Underlying Certificate [s][, the priorities of distributions on the
Underlying Certificate [s]] [and ] the following assum ptions (t he “Modeling Assum ptions”),
among others:
1.

21

[The Mortgage Loans underlying the [Group [ ]] [Trust Assets]] have the [assumed]
characteristics shown [for the re lated Trust Asset Gr oup] under “ [Assumed]
Characteristics of the Mortgage Loans Underlying the [Group [ ] ] Trust Asset[s]” in
the Terms Sheet[s] [of the Underlying Certific ate Disclosure Document[s],], except in
the case of infor mation set forth under th e 0% PSA Prepayment Assumption Rate, f or
which each Mortgage Loan [underlying a [Group [ ]] Trust Asset] [is assumed to have
an origina l and a rem aining term to m aturity of [180] m onths [and] [each Mortg age
Loan underlying a Group [ ] T rust Asset] is assum ed to have an original and a
remaining term to m aturity of [360] months [and] [each Mortgage Loan underlying a

V-2-21

Group [ ] T rust Asset] [is assum ed to hav e] a Mortgage Rate of 1.50% per annum
higher than the related Certificate Rate.]
2.

The Mortgage Loans prepay at th e constant p ercentages of PSA (described b elow)
shown in the related table.

3.

Distributions on the [Group 1] Securities are always receiv ed on the [16th day of the
month] [,] [and distributions on the [Group 2] Securities are always received on ] [the
20th day of the m onth], [in each case,] whether or not a Busi ness Day, commencing in
[ ] , 20[ ].

4.

A termination of the Trust [or the Underlying Trust[s]] does not occur.

5.

The Closing Date for the Securities is [

6.

No expenses or fees are paid by the Trust other than the Trustee Fee, wh ich is pa id as
described under “The Trust Assets ─ The Trustee Fee” in this Offering Circular.

7.

[Distributions on the U nderlying Certificate [s] are m ade as described in the [related]
Underlying Certificate Disclosure Document[s].]

8.

[Except as otherwise indicated, no redem ption of the Callable Class Securities occu rs
as described under “Description of the Securities — Redemption and Exchange” in
this Offering Circular.]

], 20[ ].

When reading the tables and the related te
xt, investors should bear in m ind that the
Modeling Assumptions, like any other stated assum ptions, are unlikely to be entirely consistent
with actual experience.


For exam ple, m ost of the Mortgag e Loans will not have the characteristics assum ed,
many Distribution Dates will occur on a Business Day af ter the [[16th] [20th] day of the
month] [16th or 20th day of the m onth, as applicable ], a redem ption may occur, and the
Trustee m ay cause a term ination of the Trust as described under “Description o f th e
Securities — Termination” in this Offering Circular.



In addition, distributions on the Securities are based on
not reflect actual receipts on the Trust Asset[s].

Certificate Factors, which m ay

Decrement Table[s]
Prepayments of m ortgage loans are comm only m easured by a prepaym ent standard or
model. The model used in this Offering Circular, Prepayment Speed Assumption (“PSA”), is the
standard prepaym ent a ssumption model of Th e Securities Industry and Financial Market
Association. PSA represents an ass umed rate of prepaym ent each m onth relative to the then
outstanding principal balance of the Mortgage Loans to which the model is applied.
The decrement table[s] set forth below [is] [are] based on the assum ption that the Mortgage
Loans prepay at the ind icated percentages of PSA (the “PSA Prepaym ent Assumption Rates”).
As used in the tab le[s], each of the PSA Prepaym ent Assumption Rates reflects a p ercentage of
 Note t o Trust C ounsel: For Trust Assets con sisting of previously issu ed certificates, in clude th e related
exceptions from this modeling assumption that are included in the Underlying Certificate Disclosure Documents.

22

V-2-22

the 100% PSA assum ed prepayment rate. The Mortgage Loans will not prepay at any of the
PSA Prepayment Assumption Rates, and the timi ng of changes in the rate of prepayments
actually experienced on the Mortgage Loans w ill not follow the pat tern described for the
PSA assumption.
The decrement table [s] set f orth below illus trate[s] the p ercentage o f the original Class
Principal B alance of [the] [ each Class of ] Callable Class Securities that would rem
ain
outstanding following th e distribution made each specified month, based on the assu mption that
the [related] Mortg age Loans prepay at the PSA
Prepayment Ass umption Rates. The
percentages set forth in the following decrement table[s] have been rounded to the nearest whole
percentage (including rounding down to zero).
The decrement table[s] also indicate [s] the W eighted Average Life of [the] [each Class of ]
Callable Class Securities under each PSA Prepayment Assumption Rate. The Weighted Average
Life of [the] [each Class of] Callable Class Securities is calculated by:
(a)

multiplying the net reduction,
if any , of the Class Prin cipal Balan ce from one
Distribution Date to the next Distribution Date by the number 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 amount of the assum ed net reductions in principal
balance referred to in clause (a).

The Weighted Averag e Lives are likely to vary, perhaps significantly, from those set
forth in the table[s] be low due to the diffe rences between the actual characteristics of the
Mortgage Loans underlying the [related] Trust Asset[s] and the Modeling Assumptions.

23

V-2-23

Percentages of Original Class Principal Balance[s]
and Weighted Average Lives
[S

Distribution Date
Initial Percent . . . . . . . . . . . . . . . . . . . . . . . . .
[Month] [ ] . . . . . . . . . . . . . . . . . . . . . . . . .
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
Weighted Average Life (years) ...............

ecurity Group 1]
PSA Prepayment Assumption Rates
Class [A1] [A]
0%

% %

[Security
Class

Distribution Date
Initial Percent . . . . . . . . . . . . . . . . . . . . . . . . .
[Month] [ ] . . . . . . . . . . . . . . . . . . . . . . . . .
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
[Month] [ ] .........................
Weighted Average Life (years) ...............

24

0%

%

%

Group 2]
PSA Prepayment Assumption Rates
A2
%
%

%

%

V-2-24

Yield Considerations
An investor seeking to m aximize yield should make a decision whether to invest in any
Security bas ed on the a nticipated y ield of tha t Security r esulting f rom its purcha se price, the
investor’s own projection of Mortgage Loan prepayment rates under a variety of scenarios [,]
[and] [[in the case of the Group [ ] Securities,] the investor’s own projection of payment rates on
the Underlying Certificates [s] under a variety of scenarios ] and the likelihood [and tim ing] of
any redemption or the yield of any S ecurity. No representation is ma de regarding Mortgage
Loan prepayment rates, [Underlying Certificate payment rates,] the likelihood [or timing]
of any redemption or the yield of any Security.
Prepayments: Effect on Yields
In the case of Callable Class Secu rities, the yields to investors will be sensitive in varying
degrees to the rate of prepayments on the [related] Mortgage Loans.


In the case of Callable Class Securities pu rchased at a prem ium, fast er than anticipated
rates of principal paym ents or [a] [an early ] redem ption could result in actua l yield s to
investors that are lower than the anticipated yields.



In the case of Callable Class Securities purchas ed at a discount, slow er than anticipated
rates of principal payments or the absence of a redemption could result in actual yields to
investors that are lower than the anticipated yields.

See “Risk F actors — Rates of principal paym ents and the occurrence [and timing] of any
redemption can reduce your yield” in this Offering Circular.
Rapid rates of prepayments on the Mortgage L oans or a redem ption are likely to coincide
with periods of low prevailing interest rates.
During periods of low prevailing in terest rates, the yields at which an investor m ay be able
to reinv est am ounts received as principal paym ents on the Callable C lass Securities m ay be
lower than the yield on such securities.
Slow rates of prepayments on the Mortgage Loans and th e absence o f a redem ption are
likely to coincide with periods of high prevailing interest rates.
During periods of high prevailing interest rates, the a mount of principal paym ents available
to an investor for reinvestment at those high rates may be relatively low.
The Mortgage Loans will not prepa y at any con stant rate un til maturity, nor will all of the
Mortgage L oans [NOTE TO TRUST COUNSEL:
INCLUDE THE FOLLOWING IF
THERE IS MORE THAN ONE GROUP: underlying any Trust Asset Group ] prepay at th e
same rate at any one tim e. The tim ing of cha nges in the rate of prepaym ents m ay affect the
actual yield to an investor , even if the average rate of princi pal prepayments is consistent with
the investor’s expectation. In general, the earlier a prepayment of principal (including as a result
of a redem ption) on the Mortgage Loans, the great er the effect on an inve stor’s yield. As a
 Note to Trust C ounsel: bracketed language shou ld b e d eleted if each Class of Callable Class Securities h as
identical Initial and Final Redemption Dates.

25

V-2-25

result, the effect on an investo r’s yield of principal prepaym ents occurring at a rate higher (or
lower) than the rate an ticipated by the investo r during the period imm ediately following th e
Closing Date is not likely to be offs et by a later equivalent reduction (or increase) in the rate of
principal prepayments.
Payment Delay: Effect on Yields
The effectiv e yield on [the] [each Class of ] Ca llable Cla ss S ecurities will be less tha n the
yield otherwise produced by the Interest Rate thereon and pur chase price becau se 30 d ays’
interest will be payable on such Securities ev en though interest began to accrue approxim ately
[46] [or] [50] days earlier [, as applicable ] and, except upon a redem ption, [the] [each Class of ]
Callable Class Securities will not bear interest during such delay.
Weighted Average Life and Yield Table[s]
The following table[s] show[s] the Weighted Average Lives (in years) and the pre-tax yields
to maturity on a corporate bond equivalent basis of [the] [each Class of] Callable Class Securities
at various constant percentages of PSA and various redemption scenarios.
The Mortga ge Loans will not pr epay at any constant r ate until m aturity. Moreover, it is
likely that the Mortgage Loans will experience actual prep ayment rates that differ from those of
the Modeling Assum ptions. In addition, no assu rance can be m ade as to the likelihood [or
timing] of any redem ption. Therefore, the actual pre-tax yield of [the] [each Class of]
Callable Class Securities may differ fro m tho se show n in the [applic able] table below for
that Class even if the Class is purchased at the assumed price shown.
The yields were calculated by
1.

determining the m onthly discount rates that, when applied to the applicable assum ed
streams of cash flows to be paid on the [ applicable] Callable Class Securities, would
cause the discounted present value of the a ssumed streams of cash flows to equal the
assumed purchase price of that Class plus accrued interest, and

2.

converting the monthly rates to corporate bond equivalent rates.

These calculations do no t take into account vari ations that may 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 return on any investment in the Callable
Class Securities when those reinvestment rates are considered.
The information set forth in the following table[s] was prepared on the basis of the Modeling
Assumptions and the as sumption[s] that [(1) a redem ption of [the] [ a Class of ] Callable Class
Securities either does no t occur o r occurs on th e indicated Redem ption Date at th e [applicable]
Redemption Price (including any prem ium), (2) in terest is paid through the day preceding such
Redemption Date and [(3)] the purchase price o f [the] [each Class of ] Callable Class Securities
(expressed as a percentage of [the] [its] original Class Pr incipal Balance [thereof]) plus accrued
interest is as indica ted in the [related] table. The assumed purchase price is not necessarily
that at which actual sales will occur.
 Note to Trust C ounsel: bracketed language shou ld b e d eleted if each Class of Callable Class Securities h as
identical Initial and Final Redemption Dates.

26

V-2-26

[SECURITY GROUP 1]
Sensitivity of Class [A] [A1] to Prepayments
Assumed Price: [
]%*
PSA Prepayment Assumption Rates
%
%
%
%
%

Redemption Date
[Date] Weighted

Average
Life (years)……..
Pre-Tax Yield…….

[Date] Weighted

%

%

%

%

%

%

%

%

%

%

%

%

%

%

Average
Life (years)……..
Pre-Tax Yield……

No Redemption

%

Weighted Average
Life (years)……..
Pre-Tax Yield……

[SECURITY GROUP 2]
Sensitivity of Class [A2] to Prepayments

Redemption Date
[Date] Weighted

Assumed Price: [
]%*
PSA Prepayment Assumption Rates
%
%
%
%
%
Average
Life (years)……..
Pre-Tax Yield……

[Date] Weighted

27

%

%

%

%

%

%

%

%

%

%

%

%

%

Weighted Average
Life (years)……..
Pre-Tax Yield……

*

%

Average
Life (years)……..
Pre-Tax Yield……

No Redemption

%

The price does not include a ccrued interest. Accrued interest has bee n added to the price in calculating the
yields set forth in the table.

V-2-27

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
General
The following is a general discussion of the
material Un ited S tates f ederal inco me tax
consequences to beneficial owners of the purchase, ownership, and dispo sition of the Securities.
This discussion is based upon laws, regulations, ruli ngs, and judicial decisions, now in effect, all
of which ar e subject to change. This discus sion does not purport to discuss all United States
federal tax consequences applicable to all categories of investors, some of which m ay be subject
to special rules. Investors should consult their own tax advisors in determining the United States
federal, state, local, foreign and any other tax conseque nces to them of the purchase, ownership,
and disposition of Securities.
U.S. Treasury Circular 230 Notice
The discussion contain ed in this Offering Circular as to certain United States federal
tax consequences is not intended or w ritten to be used, and cannot be used, for the purpose
of avoiding United States federa l tax penalties. Such discussi on is w ritten to support the
promotion or marketing of the transactions or matters addressed in this Offering Circula r.
Each taxpayer to w hom such tra nsactions o r matters a re being promoted, marketed o r
recommended should seek adv ice based on
its particula r circumstances from an
independent tax adviser.
In the opinion of [Trust Counsel], each owner of a Callable Class Security will be treated for
United State s f ederal in come tax purposes as th e owner of a portion of a trust classified as a
grantor trust under subpart E, part I of subchapter J of the Code . Neither the trust, nor any
portion of the trus t to which any p articular Security relates, will be treated as a bus iness entity
classified as a corporation or as a partnership. An owner of [the] [a] Call Class S ecurity, as is
more f ully explain ed b elow, will be treated a s owning a call option on the [related] Tr ust
Asset[s].
The Callable Class Securities
Status. An owner of an interest in Callable Class Securities w ill be treated as (i) having
purchased an undivided interest in the [related] Trust Asset[s], and (ii) as having written a call
option on such undivided interest at the time of the purchase of the Callable Class Securities. An
owner of Callable Class Securities will be treated as h aving written the call option to the holder
of the [related] Call Class Security in exchange for an option premium in an amount equal to the
fair market value of the call option.
Allocations. An owner of an in terest in Calla ble Class Securities sho uld be considered to
have purchased its in terest in thos e Callable Cla ss Securities for an am ount equal to the sum of
the actual purchase price paid for the Callable Class Securities plus the a mount of the option
premium the owner is deem ed to have received from the owner of the [related] Call Class
Security. Consequently, an owner of Callable Class Securities will have a basis in those Callable
Class Securities that will be great er than the purchase price p aid directly by the owner to acquire
the Callable Class Securities.
When an owner sells a n interest in Callable Class Securities, the ow ner will be d eemed to
have sold its interest in the [related] Trust Asset[s] for a total price equal to the sum of the sales
28

V-2-28

price receiv ed from the purchaser for its in terest in the Ca llable Class Securities plus the f air
market valu e of the call option at the tim e of sale. The owner would, at the sam e tim e, be
deemed to have m ade a payment to the purchaser in an am ount equal to the fair m arket value of
the option because the purchaser will have assumed the owner’s obligation under the call option.
Consequently, the am ount realized by the owner upon the sale of Callable Class Securities will
be greater than the purchase price paid directly by the purchaser.
Taxation of Call Option Premium. An owne r of Callable Cla ss Securities will not b e
required to include imm ediately in incom e the option prem ium that such owner is deem ed to
have received upon the purchase of Callable Class Securities. Instead, the owner must account
for such prem ium when the call rights rep resented by th e [related] Call Class Security are
exercised, or when those rights lapse, or when those rights are otherwise terminated with respect
to the owner.
An owner of Callable Class Securities will include option premium in income as short-term
capital gain when the option lap ses. Th e principal balance of the Trust Asset [s] to which the
Callable Class Secur ities and th e Call Class Secu rity re late like ly will b e redu ced over time
through principal payments. Under existing authorities, it is not entirely cl ear whether the rights
held by the owner of [the] [a] Call Class Security would be deemed to lapse as the [related] Trust
[Asset pays] [Assets pay] down. The Tax Adm inistrator will a ssume that the righ ts represented
by [the] [a] Call Class Security lapse proportionately as principal (including both scheduled and
unscheduled payments) is paid on the [related] Trust Asset[s] [and any remaining rights lapse on
the [related] Final Redemption Date ]. Thus, the Tax Adm inistrator will treat a n owner of
Callable Class Securities as r ecognizing option prem ium incom e over tim e in proportion to
principal payments made on the [related] Trust Asset[s]. There is no assurance that the United
States Internal Revenue Service (the “IRS”) would agree with this methodology. Each owner of
Callable Class Securities is urged to consult its own tax advisor on these matters.
If an owner of [the] [a] Call Class S ecurity exercises its r ights to acquire the [related] Trust
Asset[s], an owner of the [related] Callable Class Securities would include in its amount realized
from the sa le of the [related] Trust Asset[s] an am ount equal to the un amortized portion of the
option premium. If an owner tran sfers its interest in Callable Class Secu rities, the transfer will
be treated as a closing transacti on with re spect to th e ca ll opti on the owner is deem ed to have
written. As a result, th e owner will recognize a short-term capital gain or loss equal to the
difference between the unam ortized a mount of option prem ium and the a mount the owner is
deemed to pay to be relieved from the obligation under the option.
[Exchange of Callable Class Secur ities for Underlying Trust Asset [s]. An exchange, as
described under “Description of the Securiti es — Redemption and Exchange,” by the owner of
all of the outstanding Callable Class Securities [for a Security Group] of 100% of the outstanding
balance of such Callable Class Secu
rities f or the re lated Trust Asset [s] af ter the F inal
Redemption Date will n ot be a taxa ble event. Su ch owner will be tr eated as continuing to own
after the ex change the sam e interes t in th e [related] Trust Asset [s] that it owned immediately
prior to the exchange.]
The Call Class Securit[y][ies]
Status. An owner of [the] [a] Call Class Security will be tre ated as having purchased a call
option on the [related] Trust Asset[s] for an option premium in an amount equal to the price paid
29

V-2-29

for [such] [ the] Call C lass Security. If an owner of [the] [ a] Call C lass Security acquired an
interest in the [related] Callable Class Securities, the call option likely would be treated as having
been proportionately extinguished for at least as long as the owner of the Call Class Security held
an inter est in the rela ted Callable Class Securi ties. Thus, an owner who owned both the Call
Class Security and the [related] C allable Clas s Securities w ould be treated as owning the
[related] Trust Asset[s].
Taxation of Call Option Premium. Because the price paid by the owner of [the] [ a] Call
Class Security to purchase such Security will be treated as an option prem ium for the right to
acquire the [related] Trust Asset [s], it will be a dded to the purchase pr ice paid f or [the] [such]
Trust Asset[s] upon exercise of the rights granted to the owner of [the] [a] Call Class Security if
those rights are exercised. The owner of [the] [a] Call Class Security will recognize a loss as the
call rights lapse. For a discussion of when those call rights are deem ed to lapse, see “ The
Callable Class Securities — Taxation of Call Option Premium.” If the Trust A sset[s] to be
acquired by the owner of [the] [a] Call Class Security upon exercise of the call op tion would be
[a] capital asset[s] in the owner’s hands, then the loss recognized on lapse of the option would be
a capital loss.
Application of the Straddle Rules
With respect to an owner of Callable Class Se curities, the IRS m ight take the position that
the owner ’s inte rest in the [related] Trust Asset [s] and the c all op tion c onstitute po sitions in a
straddle. If this position were sustained, the straddle rules of section 1092 of the Code would
apply. Under those rules, an owne r selling its interest in the Ca llable Class Securities would be
treated as se lling its in terest in the [related] Trust Asset[s] at a gain or loss. S uch gain or loss
would be short-term because the owner’s holdi ng period would be tolled. Addition ally, th e
straddle rules m ight require an owner to capitaliz e, rath er than deduc t, inte rest a nd carrying
charges allocable to the owner’s in terest in Callable Class Securities. Further, if the IRS were to
take the po sition that a n owner’s interes t in the [related] Trust Asset [s] and the call option
constituted a conversion tr ansaction as well as a straddle, then a portion of the gain with respect
to the [related] Trust Asset[s] or the call option might be characterized as ordinary income. Each
owner of Callable C lass Securities is urged to consult its own tax a dvisor reg arding thes e
matters.
STATE, LOCAL AND FOREIGN TAX CONSIDERATIONS
In addition to the United States federal in come tax consequences described in “Certain
United States Federal Incom e Tax Consequences,” potential investors should consider the s tate,
local and f oreign income tax consequences of the acquisition, ownership, and d isposition of the
Securities. State, local and foreign incom e tax law may differ substantia lly from United States
federal law, and this discussion does not purport to describe any aspect of the income tax laws of
any state, locality or foreign country. Therefore, potential investors should consult their own tax
advisors with respect to the various state, local and foreign tax c onsequences of an investment in
the Securities.
ERISA MATTERS
Ginnie Mae guarantees dist ributions of princ ipal and in terest with r espect to the Callab le
Class Securities. The Ginnie Mae Guaranty is supported by the full faith and credit of the United
30

V-2-30

States of America. Ginnie Mae does not guarantee the payment of any premium included in any
Redemption Price. Th e Callable Class Secu rities will q ualify as “g uaranteed g overnmental
mortgage pool certificates” within the meaning of a Department of Labor regulation, the effect of
which is to provide that m ortgage loans and participations there in underlying a “guaranteed
governmental m ortgage pool certificate” will not be considered assets of an e mployee benefit
plan subject to the Em ployee Retirement Income Security A ct of 1974, as am ended (“ERISA”),
or subject to section 497 5 of the Code (each, a “P lan”), solely by reaso n of the Pla n’s purchase
and holding of that certificate.
The redemption right in respect of [each] [the] Call Class Security and the exercise thereof
might be treated under ERISA as principal transactions between the beneficial ow ners of the
[related] Callable Class Securities and such beneficial owner of the Call Class Security. Thus, in
theory, the acquis ition or exercise of the redemption right as described herein by the Holder of
[the] [a] Call Class Security could be characterized under certain circum stances as an ERISA
prohibited transaction between a Plan and a “party in interest” (assuming that such Plan holds the
[related] Callab le or Call Class
Securities and such “party in intere st” or disqualif ied
organization holds the [related] Call or Callable Class Securiti es), unless an ERISA prohibited
transaction exem ption, such as PTE 84-14 (for Transactions
by Independent Qualified
Professional Asset Managers), is applicable. [The] [A] Call Class Security may be deemed to be
an option to acquire a guaranteed governm ental m ortgage pool certificate rather than such a
certificate. ERISA plan fiduciaries should consult with their counsel concerning these issues.
Governmental plans and certain church pl
ans, while not sub ject 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 w ith their ad visors, 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.
LEGAL INVESTMENT CONSIDERATIONS
Institutions whose investment activities are subj ect to legal investm ent laws and regulations
or to review by certain regulatory authorities m ay be subject to restrictions on investm ent in the
Securities. No representation is made about the proper characterization of any Security for
legal investment or other purposes, or ab
out the permiss ibility of the purchase by
particular investors of any Securities under applicable legal investment 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.
PLAN OF DISTRIBUTION
Subject to the term s and conditions of the Sp onsor Agreem ent, the Sponsor has agreed to
purchase all of the Securities if any are sold and purchased. [The Sponsor proposes to convey
the Callable Class Secur ities to a Ginnie Mae R EMIC Trust and to offer [the] [each] Call Class
Security to the public from time to time for sale in negotiated transactions at varying prices to be
31

V-2-31

determined at the time of sale.] [The Sponsor proposes to offer the Callable Class Securities and
[the] [each] Call Class Security to the public from time to time for sale in negotiated transactions
at varying prices to be determined at the time of sale, plus accr ued interest, if any.] The Sponsor
may effect these transactions by sales to or through certain securities dealers. These dealers may
receive com pensation in the form of discounts, concessions or comm issions from the Sponsor
and/or commissions from any purch asers for which th ey act as agents. Som e of the Securities
may be sold through dealers in relatively sm all sales. In the usual case , the commission charged
on a relativ ely sm all sale of securities will be a higher per centage of the sales pr ice than tha t
charged on a large sale of securities.
INCREASE IN SIZE
Before the Closing Date, Ginnie Mae, the Trustee and the Sponsor may agree to increase the
size of this offering. In that event, the [Group [ ] ]Securities will have the same characteristics as
described in this Offering Circular, except that the original Class Principal Balance of [the] [each
Class of] Callable Class Securities w ill increase by the same proportion. The Trust Agreem ent,
the Final Data Statem ent and the Supplem ental Statement, if any, will reflect any increase in th e
size of the transaction.
LEGAL MATTERS
Certain legal m atters will be passed upon for Ginnie Mae by [Hunton & W illiams LLP [,]
[and Harrell & Cha mbliss LLP, Ric hmond, Vir ginia,][Sidley Austin, LLP, ] for the Trust by [
]; and for the Trustee by [ ].

32

V-2-32

Exhibit A
Underlying Certificate[s]
[Trust Asset
Group [or
Subgroup]]

Issuer

Series

Class

Issue
Date

CUSIP
Number

Interest
Rate

[(6)]

Interest
Type(1)

Final
Distribution
Date

Principal
Type(1)

Original Principal
[or Notional
Balance] of Class

Underlying
Certificate
Factor(2)

[(5)]

Principal or
Notional
Balance in the
Trust

Percentage of
Class in Trust

[[Approximate Weighted
Average] Coupon of
Mortgage Loans] [(3)] [(4)]

Approximate Weighted
Average Remaining
Term to Maturity of
Mortgage Loans (in
months) [(3)] [(4)]

Approximate
Weighted Average
Loan Age of Mortgage
Loans (in months) [(3)]
[(4)]

Ginnie Mae
I or II

[(7)]

[(8)]
[(9)]
[(10)]

(1)
(2)
(3)
(4)

A-1

As defined under “Class Types” in Appendix I to the Base Offering Circular.
Underlying Certificate Factor[s] [is] [are] as of [
] 20[ ].
Based on information as of [month/year of closing].
[In the case of t he Underlying Certificat e[s] i ncluded in Tru st Asset Grou p[ ], [B] [ b]ased on assumed m ortgage cha racteristics as set fort h under “Assum ed
Characteristics of the Mortgage Loans Underlying the [Group []] Trust Asset[s]” in the Terms Sheet[s] of the [related] Underlying Certificate Disclosure Document[s].]
[(5) [The Interest Rate will be calculated as describe d under “Terms Sheet — Interest Rates” in the [related] Underlying Certificate Disclosure Document, excerpts of which
are attached as Exhibit B to this Offering Circular.]]
[(6) MX Class.]
[(7) The Mortgage Loans underlying Class [ ] may include higher balance Mortgage Loans. See “Risk Factors” in this Offering Circular.]
[NOTE TO TRUST COUNSEL: Modify footnotes (8), (9) and (10) as appropriate for Underlying Certificates in the Transaction]
[(8) [Class[es] [ ] [and [ ]] [is an] [are] MX Class[es] that [is] [are] derived from [REMIC Classes] [other MX Classes] of separate Security Groups.]
[(9) [Class [es]] [is] [are] backed by [a] previously issued [REMIC] [or] [MX] certificate[s], Class[es] [ ] [and [ ]] from Ginnie Mae [ - ] [and Class[es] [ ] [and [ ]] from
Ginnie Mae [ - ]], copies of the Cover Page[s] and Terms Sheet[s] from which are included in Exhibit B to this Supplement.]
[(10) [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 t urn backed by [a] previously issued [REMIC][or][MX]certificate[s], Class [ ] from Ginnie Mae [ - ] [and Class [ ] from Ginnie
Mae [ - ]]. [Copies of the Cover Page[s][,] [and] Terms Sheet[s][,] [and] [Schedule I][, if applicable][, and Exhibit A] [if applicable] from Ginnie Mae [ - ], [ - ]
and [ - ] are in cluded in Exhibit B.] [[This] [These] previously issued certificate [s] are [indirectly] backed by certain mortgage loans whose approximate weighted
average characteristics are as follows:

Series

Class

[Approximate Weighted Average]
Coupon of Mortgage Loans(3)
46297279

Approximate Weighted Average
Remaining Term to Maturity of
Mortgage Loans (in months) (3)

Approximate Weighted Average Loan
Age of Mortgage Loans (in months) (3)]

V-2-33

Exhibit B
Cover Page[s] [,] [and] Terms Sheet[s] [,] [and] [Schedule I[, if applicable,]]
[and Exhibit A[, if applicable,]] from Underlying Certificate Disclosure Document[s]

B-1

V-2-34

$[

]

Government National
Mortgage Association

GINNIE MAE®
Guaranteed Callable Pass-Through Securities
Ginnie Mae Callable Trust 20[ ]-C[ ]

____________________________________________

OFFERING CIRCULAR
[
], 20[ ]
___________________________________________

[SPONSOR]

V-2-35

FORM OF TRUST AGREEMENT FOR CALLABLE TRUSTS

V-3-0

______________________________________________________________________________

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

GUARANTEED CALLABLE PASS-THROUGH SECURITIES
CALLABLE TRUST, SERIES 20__-C__
______________________________
TRUST AGREEMENT
between
__________________________,
as Sponsor
and
____________________________,
as Trustee
DATED AS OF
____________ __, 20__

______________________________________________________________________________

V-3-1

TRUST AGREEMENT
THIS TRUST AGREEMENT (the “Trust Agreement”), dated as of __________ __,
20__, is entered into by and between __________, a __________ [corporation] [lim ited liability
company] [lim ited partnership] (the “Sponsor”), and __________, a __________ [banking
corporation], as trustee (the “Trustee”).
Section 1.
Standard Trust Provisions. The Standard Trust Provi sions for Callable Trusts,
January 1, 2014 Edition (“th
e Standard Tr ust Provisions”)[, as am
ended throug h
_______________, 20__], are herein incorporated by referen ce and shall be considered a part of
this Trust Agreement as if set forth herein in full.
Defined Terms. Capitalized terms used and not otherwise defined herein shall
Section 2.
have the meanings assigned to them in the Glossary contained in the Ginnie Mae Multiclass
Securities Guide, January 1, 2014 Edition [, as amended through _______________, 20__], as
supplemented by both the Terms Sheet in the Offering Circular attached hereto as Schedule C
and the definitions set forth below:
[Accrual Class[es]:] [Each of the Class [ ] and Class [ ] Securities.] [Class [ ].]
Book-Entry Securities: The Securit[y][ies]
Issuance Statement attached hereto as Exhibit 1.

identified as [a] Callable Class[es] in the

Call Class Security: [Each of the Class B1
Security.]

and Class B2 Securities.] [The Class B

Callable Class Securities: [The Class A S
Securities.]

ecurities.] [The Class A1 and Class A2

Closing Date: ____________ __, 20__.
Corporate Trust Office: _____________________________.
Distribution Date: [[For the Group 1 Securities, the] [The] 16th day of each month or, if
the 16th day is not a Business Day, the fi
rst Business Day thereafter, commencing in
______________, 20__.] [[For the Group 2 Securities,] [The] the 20th day of each month or, if
the 20th day is not a Business Day, the first Business Day following the 20th day, commencing
in _____________, 20__.]
Exchange F ee: As defined in the Offering Circular. [In addition to a redemption of
[any][the] Callable Class Securiti es by the Holder of the [relat
ed] Call Class Security as
described in the Offering Circular, the Holder of [any][the] Call Clas s or [any][the] Callable
Class, as ap plicable, shall also pay an Exchange Fee in conn ection with any exchang e made in
accordance with Section 7.05 of the Standard Trust Provisions.]
Final Data Statem ent: The statement attached to the Accountants’ Agreed-Upon
Procedures Report as of the Clos ing Date as Schedule A, a copy of which is attached hereto.

2

V-3-2

[The Final Data Statem ent separately identifies the [Trust Assets in each Trust Asset Group]
[Trust Asset underlying the Securities] [and the Group T Trust Assets].]
[Final Redemption Date: [The Dist ribution Date occuring in _______________, 20__.]
[As identified in the Offering Circular with respect to each Callable Class.]]
Ginnie Mae Guaranty Fee: [Note to Trust Counsel: The Ginnie Mae Guaranty Fee shall
be the greater of (x) the sum of 0.02% of the first $200,000,000 of Original Class Principal
Balance of the related C allable Class (or Classes) and 0.01% of any addition al amounts; and (y)
$40,000.]
[Group [1] Trust Assets: The Trust Assets underlying Security Group [1].]**
[Group [2] Trust Assets: The Trust Assets underlying Security Group [2].]
[Group T Trust Assets: The Trust Assets identified as such on the Final Data Statement.
Increased Minimum Denomination Class[es]: [[Each] [The] Callable Class.]
[__][and [__]].] [None.]

[Class

Initial Redemption Date: [The Distribution Date occurring in _______________, 20__.]
[As identified in the Offering Circular with respect to each Callable Class.]
Offering Circular: The Offering Circular for Ginnie Mae Callable Trust 20__ -C__.
Redemption Amount: As defined in the Offering Circular.
Redemption Price: As defined in the Offering Circular.
Redemption Price Percentage: As defined in the Offering Circular.
Registrar: The Trustee.
[Security Group: Each group of Securities set forth on the front cover of the Offering
Circular, ea ch consis ting of the Call Class Sec urity and th e Callab le Class Secur ities with th e
same numerical designation.]***
[Security Group [1]: The Class A1 and Class B1 Securities.]
[Security Group [2]: The Class A2 and Class B2 Securities.]
 The Ginnie Mae Guaranty Fee is subject to change by Ginnie Mae.
** Note to Trust Counsel: If Trust Asset Groups are too numerous to list individually, this and similar definitions
may be deleted, in which case the definition “Trust Asset Group” must be included.
*** Note to T rust Counsel: May be used in place of separate Security Group de finitions if such groups are too
numerous to list individually.

3

V-3-3

Sponsor: The entity identified as such on the cover page hereof.
Sponsor Agreement: The Sponsor Agreement relating to Ginnie Mae Callable Trust
20__-C__, by and between the Sponsor and Ginnie Mae, dated ____________ __, 20__.
Tax Administrator: The Trustee.
[Transaction Fee: $_______, which shall be retained by the Trustee.]
Trust: The Ginnie Mae Callable Trust created pursuant to the Trust Agreement.
[Trust Asset Group: With respect to each Security Group, the Trust Assets with the same
numerical designation as such Security Group.]
Trust Assets: Collectively, the certificates listed in the Final Data Statement.
Trust Counsel: ______________________________.
Trustee: The entity identified as such on the cover page hereof, or its successor in
interest, or any successor trustee appointed as herein provided.
Trustee Fee: [All principal and interest distributions received on the Group T Trust
Assets] [
of all principal and interest distributions received on the Group [ ] Trust Assets].
Trust Fund: The corpus of the trust established hereby, consisting of: (a) the Trust Assets
and all distributions thereon on or after the first day of the month following the m onth in whic h
the Closing Date occurs, (b) all of the Sponsor’s right, title and interest in, but none of Sponsor’s
obligations under, the S ponsor Agreement, (c) th e Trust Accounts, and (d) any proceeds of the
foregoing.
Section 3.
Conveyance to the Trustee. In consideration of all of the Securities issued
hereunder, the receipt of which is hereby acknowledged by the Sponsor, the Sponsor does hereby
sell, assign, transfer and convey to the Trustee, in trust for the bene fit of the Holders, all of the
Sponsor’s right, title and interest in and to the Trust Fund.
Section 4.
Acceptance by the Trustee. By its execution of this Trust Agreement, the
Trustee acknowledges receipt of the Trust Fund and declares that it holds and will hold the Trust
Fund in trust for the exclusive use and benefit of all present and future Holders pursuant to the
terms of this Trust Agreement. The Trustee represents and warrants that (a) the Trustee holds
the Trust Assets through the facilities of the applicable Depository, which has credited the Trust
Assets to the related Depository Account, (b) the information relating to the Trust Assets set
forth on the Final Data Statement conforms to information provided to the Trustee by the
applicable Depository, (c) the Trustee acquired the Trust Assets on behalf of the Trust from the
Sponsor in good faith, for value, and without notice or knowledge of any adverse claim, lien,
charge, encumbrance or security interest (including, without limitation, United States federal tax
liens or liens arising under ERISA), (d) except as permitted in this Trust Agreement, the Trustee
has not and will not, in any capacity, assert any claim or interest in the Trust Assets, and (e) the
Trustee has not encumbered or transferred its right, title or interest in the Trust Assets.

4

V-3-4

Section 5.

The Securities.

(a)
The Securities will be d esignated generally as the Ginnie Mae Guaranteed
Callable Pass-Through S ecurities, Series 20__ -C_. The aggregate principal am ount of
Securities that may be executed and delivered under this Tr ust Agreement is lim ited to
$___________, except for Securities executed and
delivered upon registration of, or
transfer of, or in exchange for, or in li
eu of, other Securities. The (i)
designation,
(ii) Original Class Prin cipal Ba lance, (iii) Interest Ra te, ( iv) Final Distribu tion D ate,
(v) Initial Redemption Date, (vi) Interest Type, [(vii) Final Redemption Date,] [(vii)[(viii]
Redemption Price Percentage and [(vii)][(viii )][(ix)] CUSIP Num ber for each Class are
set forth in the table on the front cover of
the Offering Circular, attached hereto as
Schedule B [or under “Interest Rate[s]” in Schedul e C]. [The Securities comprise [ ]
Security Groups; each Security Group will relate solely to the Trust Asset Group with the
same numerical designation.]
(b)
[Each] [The] Call Class Security sh all be issu ed in ce rtificated f orm and
shall be substantially in the form of the related Exhibit attached hereto.
(c)
The Book-Entry Securiti es shall be issued in book-entry for
m in the
denominations specified in the Issuance Statement attached hereto as Exhibit 1.
[(d)
The Increased Minim um Denom ination Class[es] shall be offered in the
minimum denom ination[s] set forth under
“Description of Securities—Form of
Securities” in the Offering Circular.
Section 6.
Distributions to Holders. On each Distribution Date [with respect to a Security
Group], the Trustee (or the Paying Agent on be
half of the Trustee) shall withdraw the
Distribution Am ount [for that Se curity Group] from the Trust Accounts in accordance with
Section 3.04 of the Standard Trust Provisions a
nd shall distribute [that] [such] Distribution
Amount in the following manner:
(a)
The Callable Class Sec urities shall receive interest for the related Accrual
Period at the [respective] Interest Rate[s] set forth in Schedule [B] [C] [B or Schedule C,
as applicable].
(b)
The Principal Distribution Am ount [, if any,] for such Distribution Date
shall be distributed to the [related] Callable Class Securities.
[(c)
[Each of Cl ass [ ] and [ ]] [Cl ass [ ]] is an Accrual Class. Interest will
accrue on, and distributions will be made to (or added to the principal amount of) [each]
such Class as set forth under “Accrual Class[es]” in Schedule C.]
Section 7.
Modification of Standard Trust Provisions. The following modifications of the
Standard Trust Provisions shall apply to this Trust Agreement: [None.]
Section 8.
Schedules and Ex hibits. Each of the Schedules and Exhibits attached hereto or
referenced herein is incorporated herein by reference.
* * * * *

5

V-3-5

IN W ITNESS WHEREOF, the Sponsor and
the Trustee have caused this Trust
Agreement to be duly executed by their respective officers thereunto duly authorized as of the
day and year first above written.
[SPONSOR], as Sponsor
By: _____________________________________
Its: _____________________________________
[TRUSTEE], as Trustee
By: _____________________________________
Its: _____________________________________

6

V-3-6

STATE OF [NEW YORK]
)
COUNTY OF [NEW YORK]

)
ss.:
)

The foregoing instrum ent was acknowledged be fore m e in the County of [New York,
New York,] this ___ _ day of ______________, 20__, by _______________________,
_____________ of ______________________, a __________________ [cor poration] [lim ited
liability company] [limited partnership], on behalf of the corporation.

_______________________________
Notary
Public
My Commission expires: _________________

V-3-7

STATE OF [NEW YORK]
)
COUNTY OF [NEW YORK]

)
ss.:
)

The foregoing instrum ent was acknowledged be fore m e in the County of [New York,
New York], this ____ day of ________________, 20__, by ________________, ____________
of _______________________, a ___________________ banking corporation, on behalf of the
corporation.

_______________________________
Notary Public
My Commission expires: _________________

V-3-8

LIST OF SCHEDULES AND EXHIBITS
Schedule A:
Schedule B:
Schedule C:
Exhibit 1:
Exhibit[s] [B] [B1 through B[ ]]:

Copy of the Final Data Statement [NOTE TO
TRUST COUNSEL: This is a photocopy of
Schedule A to the Accountants’ Closing Letter.]
Front Cover of Offering Circular
Terms Sheet of Offering Circular
Issuance Statement
Form[s] of [Class B Security] [Class B1 through B[
]] Securities, respectively]

V-3-9

STANDARD TRUST PROVISIONS FOR CALLABLE TRUSTS

V-4-0

STANDARD TRUST PROVISIONS
FOR CALLABLE TRUSTS

______________________________

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
GUARANTEED CALLABLE PASS-THROUGH SECURITIES

______________________________
January 1, 2014 Edition

V-4-1

TABLE OF CONTENTS
ARTICLE I
ESTABLISHMENT OF TRUST
Section 1.01.
Section 1.02.
Section 1.03.
Section 1.04.
Section 1.05.
Section 1.06.

Establishment of Trust. .........................................................................................1
Sale of Trust Assets. .............................................................................................1
Registration of Trust Assets. .................................................................................1
Delivery of Securities. ..........................................................................................1
Board Approval of Trust Agreement. ...................................................................2
Separate Grantor Trusts. .......................................................................................2
ARTICLE II
THE SECURITIES

Section 2.01. The Securities........................................................................................................2
Section 2.02. Registration of Transfer and Exchange of Securities. ..........................................4
Section 2.03. Mutilated, Destroyed, Lost or Stolen Securities. ..................................................5
ARTICLE III
DISTRIBUTIONS ON THE SECURITIES
Section 3.01.
Section 3.02.
Section 3.03.
Section 3.04.
Section 3.05.
Section 3.06.
Section 3.07.

Establishment of Accounts. ..................................................................................5
Certificate and Class Factors. ...............................................................................6
Payments on the Trust Assets. ..............................................................................7
Distributions on the Securities. .............................................................................7
Reconciliation Process. .......................................................................................10
Appointment of Information Agent. ...................................................................10
Annual Reports. ..................................................................................................10
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 4.01. Representations and Warranties of the Sponsor .................................................11
Section 4.02. Representations and Warranties of the Trustee ..................................................11
Section 4.03. Sponsor Breach; Repurchase Obligation; Substitution. ......................................12
ARTICLE V
CONCERNING THE TRUSTEE
Section 5.01. Duties of Trustee. ................................................................................................13
Section 5.02. Certain Matters Affecting the Trustee. ...............................................................13
Section 5.03. Trustee Not Liable for Securities. .......................................................................14
i

V-4-2

Section 5.04.
Section 5.05.
Section 5.06.
Section 5.07.
Section 5.08.
Section 5.09.
Section 5.10.
Section 5.11.
Section 5.12.
Section 5.13.

Trustee May Own Securities...............................................................................15
Payment of Trustee’s Fees and Expenses. ..........................................................15
Eligibility Requirements for Trustee. .................................................................15
Resignation and Removal of the Trustee. ...........................................................16
Successor Trustee................................................................................................17
Appointment of Co-Trustee. ...............................................................................18
Merger or Consolidation of Trustee. ...................................................................18
Indemnification of HUD and Ginnie Mae. .........................................................18
Performance Reviews by Ginnie Mae. ...............................................................18
Voting of the Permitted Underlying Certificates. ...............................................19
ARTICLE VI
TERMINATION

Section 6.01. Termination by the Trustee. ................................................................................19
Section 6.02. Termination of Agreement. .................................................................................20
Section 6.03. Termination Account. .........................................................................................20
ARTICLE VII
REDEMPTION AND EXCHANGE
Section 7.01.
Section 7.02.
Section 7.03.
Section 7.04.

Redemption. ........................................................................................................20
Exchange. ............................................................................................................21
Exchange Fee; Investment Earnings on Redemption Amount. ..........................22
Exchange of Callable Class and Call Class Securities for the Related
Trust Assets......................................................................................................22
Section 7.05. Exchange of Callable Class Securities for the Related Trust Assets. .................22
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01.
Section 8.02.
Section 8.03.
Section 8.04.
Section 8.05.
Section 8.06.
Section 8.07.
Section 8.08.
Section 8.09.
Section 8.10.
Section 8.11.
Section 8.12.

Limitation of Rights of Holders. .........................................................................23
Control by Holders..............................................................................................23
Amendment of Trust Agreements. ......................................................................23
Persons Deemed Owners. ...................................................................................24
Third-Party Beneficiary; Ginnie Mae Subrogation.............................................24
Preemption. .........................................................................................................24
Governing Law. ..................................................................................................24
Successors. ..........................................................................................................25
Headings. ............................................................................................................25
Notice and Demand.............................................................................................25
Severability of Provisions. ..................................................................................26
Counterparts. .......................................................................................................26

ii

V-4-3

ARTICLE IX
TAX ADMINISTRATOR
Section 9.01. Tax Administration. ............................................................................................26
Section 9.02. Resignation and Removal of the Tax Administrator. .........................................28
Exhibit 1
Exhibit 2
Exhibit 3

Form of Callable Class Security
Form of Call Class Security
Form of Economic Representation Letter of Sponsor

iii

V-4-4

STANDARD TRUST PROVISIONS
FOR CALLABLE TRUSTS
THESE STANDARD TRUST PROVISIONS FOR CALLABLE TRUSTS are to be
incorporated by reference in each Trust Agreement entered into by and between a Sponsor and a
Trustee in connection with each Callable Series of Ginnie Mae’s Guaranteed Callable PassThrough Securities and shall apply to each such Callable Series except as otherwise provided in
the related Trust Agreement. Capitalized terms used and not otherwise defined herein shall have
the meanings set forth in the related Trust Agreement and the Glossary of the Ginnie Mae
Multiclass Securities Guide in effect as of the date of the Trust Agreement, except that the term
“Trust” shall mean “Callable Trust” and the term “Trust Agreement” shall mean “Callable Trust
Agreement.”
ARTICLE I
ESTABLISHMENT OF TRUST
Section 1.01. Establishment of Trust.
As of the Closing Date, the Sponsor will establish the Trust by depositing the Trust
Assets identified in the related Trust Agreement with the Trust, and the Trust will issue the
Securities, representing the entire beneficial ownership interest in the Trust, to the Sponsor as
consideration for the Trust Assets.
Section 1.02. Sale of Trust Assets.
The deposit of Trust Assets by a Sponsor to a Trust pursuant to the related Trust
Agreement shall occur upon the Closing Date for such Callable Series and shall constitute a sale,
assignment, transfer and conveyance by the Sponsor to the Trust of all right, title and interest in
such Trust Assets as of the first day of the month of the Closing Date, notwithstanding any
provision of federal or state law to the contrary. Each of the Sponsor, the Trustee and, by
accepting an interest in a Security, each Holder agrees that the terms of the Trust Assets shall
remain subject to modification, waiver or partial release of collateral pursuant to the terms of the
MBS Guide and related policies and regulations.
Section 1.03. Registration of Trust Assets.
Each Trust Asset included in each Trust will be registered in the name of the Book-Entry
Depository, or its nominees, for the benefit of the Trustee. The books and records of the BookEntry Depository will reflect the Trustee as registered holder of the related Trust Assets, and the
books and records of the Trustee will reflect that it holds the Trust Assets as Trustee of the
related Trust for the benefit of the Holders of the Securities of that Trust.
Section 1.04. Delivery of Securities.
Simultaneously with the execution and delivery of the Trust Agreement, the Trustee shall
deliver to the Sponsor the Securities.

1

V-4-5

Section 1.05. Board Approval of Trust Agreement.
Prior to the execution of the Trust Agreement and the establishment of the Trust, the
Trustee’s board of directors, its duly appointed loan committee, duly appointed trust committee,
or duly authorized officer, as the case may be, shall approve the Trust Agreement in accordance
with the Trustee’s organizational documents and any applicable state or federal regulation,
including, to the extent applicable and without limitation, 12 C.F.R. §§ 9.7 and 550.5, each as
amended from time to time, and such approval shall be reflected in the minutes of the Trustee’s
board or committee, as applicable. The Trustee shall maintain the Trust Agreement as an official
record of the Trustee from the time the Trust Agreement is executed.
Section 1.06. Separate Grantor Trusts.
The arrangement pursuant to which each pair of Callable and Call Classes are created
pursuant to the Trust Agreement, and pursuant to which the related Trust Assets will be
administered, shall be treated as a separate grantor trust under subpart E, part I of subchapter J of
the Code and the provisions of the related Trust Agreement shall be interpreted in a manner
consistent with such treatment.
ARTICLE II
THE SECURITIES
Section 2.01. The Securities.
(a)
Securities. The Securities shall be designated in the Trust Agreement. Each
Callable Series shall consist of at least one pair of corresponding Call and Callable Class
Securities. The Securities, in the aggregate, represent the entire beneficial ownership in the
Trust. Unless otherwise indicated in the Trust Agreement, the Callable Class Securities are set
forth on the Issuance Statement attached as Exhibit 1 to the Trust Agreement. The Call Class
Securities shall be issued substantially in the forms of Exhibit 1 hereto and shall be executed and
authenticated by the Trustee on behalf of the Trust.
(b)
Forms and Denominations of Securities. Unless otherwise specified in the Trust
Agreement, all Callable Class Securities shall be Book-Entry Securities, registered in the name
of the Book-Entry Depository or its nominee. No person acquiring a beneficial ownership
interest in the Callable Class Securities shall be entitled to receive a physical certificate
representing such ownership interest. Callable Class Securities (other than those that represent
interests in Increased Minimum Denomination Classes) shall be issuable in minimum
denominations representing initial principal balances of $1,000 and integral multiples of $1 in
excess of $1,000. Increased Minimum Denomination Classes, if any, shall be issuable in
minimum denominations as provided in the related Trust Agreement. Notwithstanding the
foregoing, for each Class of Book-Entry Securities, one Certificated Security may be issued in a
different name and denomination, as the Sponsor shall instruct in writing, as necessary to
represent the remainder of the Original Class Principal Balance of such Class. Such Certificated
Security shall be issued in substantially the form of Exhibit 2 hereto, and shall be executed and
authenticated by the Trustee on behalf of the Trust. Unless otherwise specified in the Trust

2

V-4-6

Agreement, Call Class Securities shall be issued as a single security in certificated fully
registered form. Each Call Class shall be issued without a Class Principal Balance and shall not
bear interest. Each Call Class may be held by no more than one Holder at any time.
(c)
Method of Distribution. Distributions on the Securities shall be made by the
Trustee on each Distribution Date (or, with respect to Certificated Securities, the Business Day
following each Distribution Date) to each Holder as of the related Record Date. Subject to
Section 8.04, distributions on the Book-Entry Securities shall be made through the facilities of
the Book-Entry Depository pursuant to instructions provided by the Trustee and/or the
Information Agent. Distributions on any Certificated Security shall be made by check mailed to
the Holder thereof at its address reflected in the Register as of the related Record Date or (ii)
upon receipt by the Trustee of a written request of a Holder accompanied by the appropriate
wiring instructions at least five Business Days prior to a Record Date, by wire transfer of
immediately available funds on the Business Day following the related and each subsequent
Distribution Date, to the account of such Holder, if such Holder holds Securities having
aggregate initial principal balances of at least $5,000,000. Notwithstanding the foregoing, the
final distribution in retirement of any Certificated Security will be made only upon presentation
and surrender of the certificate at the Corporate Trust Office. In the event of a principal or
interest payment error, the Trustee shall, pursuant to Ginnie Mae’s instructions, effect
corrections by the adjustment of payments to be made on future Distribution Dates.
(d)
Authorization, Execution, Authentication and Delivery of Securities. Certificated
Securities shall be executed by manual or facsimile signature by an authorized officer of the
Trustee, on behalf of the Trust, under the Trustee’s seal imprinted thereon (which may be a
facsimile). Certificated Securities bearing the manual or facsimile signatures of individuals who
were at any time authorized officers of the Trustee shall bind the Trustee, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificated Securities or did not hold such offices at the date of such
Certificated Securities. No Certificated Security shall represent entitlement to any benefit under
the related Trust Agreement, or be valid for any purpose, unless there appears on such
Certificated Security a certificate of authentication substantially in the form provided for herein,
executed by the Trustee by manual signature, and such certificate of authentication upon any
Certificated Security shall be conclusive evidence, and the only evidence, that such Certificated
Security has been duly authenticated and delivered hereunder. All Certificated Securities shall
be dated the date of their authentication, except that Securities issued on the Closing Date shall
be dated as of the Closing Date. Book-Entry Securities shall be dated as of the date of their
issuance.
The manual execution of the Trust Agreement by an authorized officer of each of the
Trustee and the Sponsor shall be conclusive evidence that the Book-Entry Securities and the
Uncertificated Securities have been duly and validly authorized and validly issued by the Trustee
and are entitled to the benefits of the Trust Agreement.
Delivery of Book-Entry Securities occurs when the Registrar registers the transferee as
the registered owner of such Security. On the Closing Date, the Registrar shall register the
Book-Entry Depository as the registered owner of the Book-Entry Securities.

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Upon execution and delivery of the Guaranty Agreement with respect to each Trust,
Ginnie Mae authorizes the issuance of the Securities, each of which is entitled to the benefits of
the following Ginnie Mae Guaranty. Each Certificated Security shall bear the following Ginnie
Mae Guaranty:
GUARANTY: THE GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION, PURSUANT TO SECTION 306(g) OF THE NATIONAL
HOUSING ACT, GUARANTEES THE TIMELY PAYMENT OF PRINCIPAL
AND INTEREST ON THIS 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 THE PAYMENT OF ANY
PREMIUM INCLUDED IN ANY REDEMPTION PRICE.
Section 2.02. Registration of Transfer and Exchange of Securities.
The Trustee shall keep one or more offices or agencies at which, subject to such
reasonable regulations as it may prescribe, the Trustee or another Person designated by the
Trustee and approved by Ginnie Mae shall be the Registrar and shall maintain a Register and
provide for the registration, transfer and exchange of Securities as herein provided.
Upon surrender for registration of transfer of any Certificated Security at the office of the
Trustee maintained for such purpose and upon satisfaction of the conditions set forth below in
this Section 2.02, the Trustee shall promptly execute, authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of a like Class, tenor and
aggregate Percentage Interest.
At the option of the Holders, Certificated Securities may be exchanged for other
Securities of authorized denominations or Percentage Interests of like tenor and of a like
aggregate denomination or Percentage Interest, upon surrender of the Securities to be exchanged
at the office maintained for such purpose. Whenever any Certificated Securities are surrendered
for exchange the Trustee shall execute, authenticate and deliver the Securities that the Holder
making the exchange is entitled to receive. Every Certificated Security presented or surrendered
for transfer or exchange shall be duly endorsed (if so required by the Trustee) by, or be
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed
by, the holder thereof or his attorney duly authorized in writing.
The Trustee may assess an appropriate service charge for any exchange or transfer of any
Certificated Security. The Trustee may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or exchange of any
Security. The Trustee shall cancel and destroy all Certificated Securities surrendered for transfer
and exchange according to its standard procedures.

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Section 2.03. Mutilated, Destroyed, Lost or Stolen Securities.
If (a) any mutilated Certificated Security is surrendered to the Trustee, or the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any Certificated Security,
and (b) there is delivered to the Trustee such security or indemnity as may be required by it to
save it harmless, then, in the absence of notice to the Trustee that such security has been acquired
by a bona fide purchaser, the Trustee shall promptly execute, authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificated Security, a
new Certificated Security of like tenor, Class and Percentage Interest. Upon the issuance of any
new Certificated Security under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Trustee and its counsel)
connected therewith. Any duplicate Certificated Security issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued,
regardless of whether the lost, stolen or destroyed Certificated Security shall be found at any
time.
ARTICLE III
DISTRIBUTIONS ON THE SECURITIES
Section 3.01. Establishment of Accounts.
(a)
Book-Entry Depository Accounts. The Trustee shall maintain a Book-Entry
Depository Account with the Book-Entry Depository and, if any Permitted Underlying
Certificates are held through book-entry facilities other than the Book-Entry Depository, a Trust
Asset Depository Account at each applicable Trust Asset Depository. With respect to each
Trust, the Trustee shall account for funds in and all deposits to and withdrawals from the BookEntry Depository Account separately and on a Trust-by-Trust basis, clearly identifying the
Segregated Portion thereof.
(b)
Collection Account. The Trustee shall maintain an Eligible Account (the
“Collection Account”) for the purposes provided in Section 3.01(b) hereof. With respect to each
Trust, the Trustee shall account for funds in and all deposits to and withdrawals from the
Collection Account separately and on a Trust-by-Trust basis, clearly identifying the Segregated
Portions thereof. The depository records of the Trustee, or, as the case may be, the depository
institution or trust company at which the Collection Account is to be maintained, shall reflect in
respect of the Collection Account (i) that the Trustee, as depositor, is acting in a fiduciary
capacity on behalf of the Holders of Securities in respect of the Trust and Ginnie Mae, (ii) the
names and respective interest of such Holders and Ginnie Mae and (iii) that such Holders may be
acting in a fiduciary capacity for others.
(c)
Variance Account. With respect to each Trust, the Trustee shall establish and
maintain a separate Variance Account, which will be an Eligible Account. Amounts will be
credited to the Variance Account and withdrawals will be made from the Variance Account as
specified in Section 3.04. The Variance Account shall not be an asset of the Trust, and the
owner of the Variance Account solely for United States federal income tax purposes (and not for

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any other purpose) will be Ginnie Mae. The depository records of the Trustee, or, as the case
may be, the depository institution or trust company at which the Variance Account is to be
established, shall reflect in respect of the (i) Variance Account that the Trustee, as depositor, is
acting in a fiduciary capacity on behalf of the Holders of Securities in respect of the Trust, (ii)
the names and respective interests of such Holders, and (iii) that such Holders may be acting in a
fiduciary capacity for others. The Trustee shall invest amounts held in the Variance Account in
Eligible Investments approved by Ginnie Mae.
(d)
Board Approval. Prior to the establishment of any Trust Account, the board of
directors, a duly appointed loan committee, duly appointed trust committee, or duly authorized
officer, as the case may be, of the Trustee, or the depository institution or trust company at which
such Trust Account is to be established, as the case may be, shall approve the establishment of
such Trust Account in accordance with the organizational documents of such institution and any
applicable state or federal regulation, including, to the extent applicable and without limitation
12 C.F.R. §§ 9.7 and 550.5, each as amended from time to time, and such approval shall be
reflected in the minutes of such board (or committee), as applicable. The Trustee, or, as the case
may be, the depository institution or trust company at which any Trust Account is to be
established, shall maintain the Trust Agreement as an official record from the time of its
execution.
(e)
Segregated Portions. With respect to each Trust, each Trust Account required to
be established or maintained in accordance with this Trust Agreement shall include, and where
applicable a reference to such Trust Account herein or in the related Trust Agreement shall be
understood to be a reference to, a Segregated Portion of such Trust Account corresponding to the
related Trust.
Section 3.02. Certificate and Class Factors.
(a)
Certificate Factors. The Trustee shall use its reasonable best efforts to obtain the
Certificate Factors for the Trust MBS and the Underlying Certificate Factors for Permitted
Underlying Certificates on or before 10:00 a.m. Eastern Standard Time on the second Business
Day (or the third Business Day in the case of Trust MBS that are Ginnie Mae II Certificates)
preceding the related Distribution Date. In the event any Certificate Factors for the Trust MBS
or any Underlying Certificate Factors are not published or otherwise available as specified in the
preceding sentence, the Trustee shall immediately notify the Information Agent and Ginnie Mae
and follow the procedures in Section 3.02(b) hereof.
(b)
Unavailability of Certificate Factors or Underlying Certificate Factors. In the
event that the Underlying Certificate Factor for any Underlying Certificate or Certificate Factor
with respect to any Trust MBS has not been made available to the Trustee by 10:00 a.m. Eastern
Standard Time on the second Business Day (or the third Business Day in the case of Trust Assets
that are Ginnie Mae II Certificates) preceding a Distribution Date, unless otherwise directed by
Ginnie Mae, the Trustee shall assume for purposes hereof that such factors have not changed
from the preceding Ginnie Mae Certificate Payment Date or Underlying Certificate Payment
Date. As a result, the Principal Distribution Amount in respect of any Underlying Certificate (or
Trust Assets constituting a Ginnie Mae Platinum Certificate) described in the preceding sentence
shall be calculated on the basis of such assumed (i.e., unchanged) factors, with the effect that no

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amounts in respect of principal attributable to such Underlying Certificate (or Ginnie Mae
Platinum Certificate) shall be distributable on the related Securities on the related Distribution
Date.
(c)
Class Factors. Based on the Certificate Factors (subject to Section 3.02(b)), the
Trustee shall calculate the Class Factors, the Principal Distribution Amount and the Interest
Distribution Amount for the Distribution Date. The Trustee shall report the Class Factor for each
Callable Class (and other information as requested by Ginnie Mae from time to time) to the
Information Agent no later than 6:00 p.m. Eastern Standard Time on the second Business Day
preceding the Distribution Date; except that, in the case of a Class for which the related Trust
MBS evidence Ginnie Mae II MBS Certificates, the Class Factor for such Class, and any
Certificate Factor shall be reported by the Trustee to the Information Agent no later than
6:00 p.m. Eastern Standard Time on the third Business Day preceding the Distribution Date.
Section 3.03. Payments on the Trust Assets.
On each Ginnie Mae Certificate Payment Date and Underlying Certificate Payment Date,
as applicable, (i) the Book-Entry Depository shall be entitled to receive all payments in respect
of the Trust Assets held through the facilities of the Book-Entry Depository and (ii) each Trust
Asset Depositor shall be entitled to all payments in respect of the remaining Trust Assets held
through the facilities of such Trust Asset Depository and shall credit the related Trust Asset
Depository Account with all such amounts. In each case, such amounts shall be held by the
applicable depository, in trust for the exclusive benefit of the Trustee as the Holder of the Trust
Assets. All amounts received in respect of the Trust Assets shall be deposited by the close of
business on the date of receipt in the Collection Account for retention until the next Distribution
Date for the related Securities; provided, however, if the Ginnie Mae Certificate Payment Date or
Underlying Certificate Payment Date coincides with the Distribution Date for the related
Securities (i./e. such amount will be received and distributed on the same day), then such
amounts shall be immediately deposited into the Collection Account upon receipt of such funds,
and the Trustee shall immediately wire transfer such amounts to the Book-Entry Depository
Account for distribution pursuant to Sections 3.04(d) and (f) hereof.
Section 3.04. Distributions on the Securities.
(a)
Distribution Date Statement. No later than 2:00 p.m. Eastern Standard Time on
the first Business Day following each Distribution Date, the Trustee shall provide to the
Information Agent a Distribution Date Statement in such form as is approved by the Trustee and
Ginnie Mae. Each Distribution Date Statement will specify (i) the Trustee Fee payable, (ii)
amounts distributed on such Distribution Date as principal and interest on the Book-Entry
Securities from amounts on deposit in the Book-Entry Depository Account and (iii) amounts
distributed on such Distribution Date as principal and interest on the Certificated Securities from
amounts on deposit in the Collection Account.
Distribution Shortfall. No later than 10:00 a.m. Eastern Standard Time on the
(b)
Distribution Date the Book-Entry Depository shall determine the amount, if any, by which (A)
the amounts distributable as principal and interest on the Book-Entry Securities on such
Distribution Date, exceed (B) the positive amounts on deposit in the Book-Entry Depository

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Account with respect to such Distribution Date (the “Depository Shortfall Amount”). The BookEntry Depository immediately shall notify Ginnie Mae of the amount of such deficiency, and the
account or accounts to which Ginnie Mae should transfer such amounts. In the event that there
are sufficient amounts in the Variance Account to cover the Depository Shortfall Amount, the
Trustee shall withdraw the Depository Shortfall Amount from the Variance Account and wire
transfer such amount to the Book-Entry Depository Account no later than 10:00 a.m. Eastern
Standard Time, and shall immediately inform Ginnie Mae of any such transfer. Not later than
10:00 a.m. Eastern Standard Time on the Business Day preceding each Distribution Date the
Trustee shall determine the amount, if any, by which (A) the sum of (l) the amounts distributable
as principal and interest on the Certificated Securities on such Distribution Date and (2) the
Trustee Fee payable on such Distribution Date exceeds (B) the positive amount, if any, by which
(1) the amounts received on the Trust Assets on the related Ginnie Mae Certificate Payment Date
exceed (2) the amounts distributable as principal and interest on the Book-Entry Securities on
such Distribution Date (the “Certificated Shortfall Amount” and, together with the Depository
Shortfall Amount, the “Distribution Shortfall Amount”). If the Certificated Shortfall Amount is
greater than the amounts remaining on deposit in the Variance Account as of such Distribution
Date, the Trustee immediately shall notify Ginnie Mae of the amount of such deficiency, and the
account or accounts to which Ginnie Mae should transfer such amounts. In the event that there
are sufficient amounts in the Variance Account to cover the Certificated Shortfall Amount, the
Trustee shall withdraw the Certificated Shortfall Amount from the Variance Account and wire
transfer such account to the Collection Account no later than 10:00 a.m. Eastern Standard Time,
and shall immediately inform Ginnie Mae of any such transfer.
Notwithstanding the above, on the Redemption Date the Trustee shall determine if funds
are due to Ginnie Mae for prior period advances or if funds are due from Ginnie Mae for interest
shortfalls. These amounts will be settled with Ginnie Mae prior to any distributions to Holders
on the Redemption Date. Ginnie Mae will not fund any shortfalls arising on the Redemption
Date; any such shortfalls are to be funded from the Redemption Amount.
(c)
Withdrawals from Book-Entry Depository Account. On each Distribution Date,
the Trustee shall withdraw from the Book-Entry Depository Account the excess, if any, of the
amount on deposit in such Book-Entry Depository Account over the amounts distributable as
principal and interest on the Book-Entry Securities for such Distribution Date and immediately
shall deposit such excess to the Variance Account, except for the sum of (i) any amounts
distributable on the Certificated Securities on such Distribution Date, which amounts shall be
deposited in the Collection Account, (ii) the amount of the Trustee Fee payable on such
Distribution Date and (iii) prior period Book-Entry Depository adjustments advanced by Ginnie
Mae.
(d)
Book-Entry Securities. The Trustee hereby directs the Book-Entry Depository to
withdraw from the Book-Entry Depository Account on each Distribution Date all amounts held
in such account, to the extent distributable as principal and interest on the Book-Entry Securities
on that Distribution Date. On each Distribution Date, the Book-Entry Depository will credit the
accounts of its record owners of such Book-Entry Securities in accordance with the standard
procedures of the Book-Entry Depository.

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(e)
Certificated Securities. On the Business Day following each Distribution Date,
the Trustee shall distribute from the Collection Account all amounts distributable on the
Certificated Securities to the Holders thereof.
(f)
Distributions. On each Distribution Date (or, with respect to Certificated
Securities, on the Business Day following each Distribution Date), the Trustee (and/or the BookEntry Depository on behalf of and pursuant to the instructions of the Trustee) shall make such
distributions on the Securities issued in respect of any Trust as shall be provided in the related
Trust Agreement. Any distributions or accruals of interest made on a Distribution Date on the
Securities issued in respect of a particular Trust shall be at the Interest Rate set forth in or as
otherwise described in the related Trust Agreement and in respect of the related Accrual Period.
(g)
Allocations of Distributions. The Holders of any Class entitled to receive
distributions on any Distribution Date shall receive such distributions on a pro rata basis among
the Securities of such Class based on the principal balance, notional balance or percentage
interest of such Securities. All distributions of principal on the Securities issued in respect of a
particular Trust shall be made as provided in the related Trust Agreement. Unless otherwise
indicated in the Trust Agreement, all distributions made on any Security on any Distribution
Date shall be applied first to any interest payable thereon on such Distribution Date and then to
any principal thereof.
(h)
Interest Accrual. Unless otherwise provided in the related Trust Agreement or
Section 7.01, the amount of interest accrued on each Class during an Accrual Period and to be
distributed thereon on the related Distribution Date shall be 1/12th of the applicable Interest Rate
multiplied by the Class Principal Balance of such Class prior to the distribution of principal on
such Distribution Date. Interest on the Securities will be computed on the basis of a 360-day
year consisting of twelve 30-day months.
(i)
Ginnie Mae Guaranty. With respect to each Callable Series, pursuant to the
Guaranty Agreement, Ginnie Mae, in exchange for the Ginnie Mae Guaranty Fee, has guaranteed
to each Holder of a (i) Callable Class Security the timely payment of principal and interest on
such Security in accordance with the terms of the applicable Trust Agreement; and (ii) Call Class
Security all amounts in respect of principal and interest, if any, due such Holder on the related
Redemption Date. Ginnie Mae does not guarantee the payment of any premium included in any
Redemption Price.
Ginnie Mae Guaranty Payments. If the Book-Entry Depository and/or the Trustee
(j)
discovers that payments on the Trust Assets underlying a Callable Series together with any
available funds (including any such funds in the Variance Account) will be inadequate to
distribute principal and interest to the Securities of such Callable Series on any Distribution Date
in accordance with the terms of the Trust Agreement, the Book-Entry Depository and/or the
Trustee, as the case may be, promptly shall inform Ginnie Mae and the Information Agent that a
Ginnie Mae Guaranty Payment must be made. In that event, Ginnie Mae (or its agent) will
transfer the amount of the shortfall to the Book-Entry Depository Account or Collection
Account, as applicable, in immediately available funds in accordance with Section 3.04(b)
hereof. At Ginnie Mae’s option, Ginnie Mae may instruct the Person designated by the Trustee
and acceptable to Ginnie Mae as the Person to hold funds on behalf of the Trustee (which Person

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initially shall be The Bank of New York) to transfer such amount. In addition, if on the Final
Distribution Date of any Callable Class, the funds available to be distributed on such Class are
insufficient to reduce the Class Principal Balance of such Callable Class to zero, Ginnie Mae
shall make a Ginnie Mae Guaranty Payment in the amount of such insufficiency. In the event
that Ginnie Mae makes any Ginnie Mae Guaranty Payment to reduce the Class Principal Balance
of any Callable Class to zero on its Final Distribution Date, such Class shall continue to be
treated as outstanding for all purposes, and Ginnie Mae shall be deemed to have purchased the
related Class and will be entitled to all subsequent distributions on such Class. For the avoidance
of doubt, the powers of the Trustee under the Trust Agreement include the right to take all
necessary and appropriate actions to enforce the Ginnie Mae Guaranty in accordance with the
terms hereof, to the extent that Ginnie Mae fails to make any required payment pursuant to the
Ginnie Mae Guaranty.
(k)
Separate Application of Payments. The application of payments pursuant to
Section 3.03 and this Section 3.04 shall be made separately in respect of each Trust, and each
reference to a Trust Account shall be understood to refer to the Segregated Portion of such
account corresponding to each Trust created hereunder.
(l)
Trustee Fee. On the Business Day following each Distribution Date, the Trustee
shall withdraw for its own account from the Collection Account, the Trustee Fee, if any, and any
investment earnings payable with respect to such Distribution Date.
Section 3.05. Reconciliation Process.
After a Distribution Date, at the request of Ginnie Mae, the Trustee shall reconcile
payments in accordance with the applicable Ginnie Mae guidelines. Such reconciliation may
involve credits and charges to one or more Trust Accounts.
Section 3.06. Appointment of Information Agent.
Except as otherwise provided in the Trust Agreement, at the direction of Ginnie Mae, the
Trustee of each Trust has appointed The Bank of New York to be the Information Agent. Ginnie
Mae has reserved the right to substitute at any time another Person as the Information Agent.
Section 3.07. Annual Reports.
Within a reasonable period of time after the end of each calendar year (but in no event
later than sixty days after the end of such calendar year), the Trustee shall furnish or cause to be
furnished to Ginnie Mae and to each Person who at any time during the calendar year was the
Holder of a Security a statement containing the amount of distributions allocable to principal and
the amount allocable to interest.
.

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ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 4.01. Representations and Warranties of the Sponsor. The Sponsor hereby
represents and warrants as follows:
(a)
The Trust Agreement constitutes the legal, valid and binding agreement of the
Sponsor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors’ rights generally and to
general principles of equity regardless whether enforcement is sought in a proceeding in equity
or at law;
(b)
Neither the execution and delivery by the Sponsor of the Trust Agreement, nor the
consummation by the Sponsor of the transactions therein contemplated, nor compliance by the
Sponsor with the provisions thereof, will conflict with or result in a breach of, or constitute a
default under, any of the provisions of the articles of incorporation or by-laws of the Sponsor or
any law, governmental rule or regulation or any judgment, decree or order binding on the
Sponsor or any of its properties, or any of the provisions of any indenture, mortgage, deed of
trust, contract or other instrument to which the Sponsor is a party or by which it is bound, or
result in the creation of any lien, charge, or encumbrance upon any of its properties pursuant to
the terms of any such indenture, mortgage, deed of trust, contract or other instrument;
(c)
The information set forth in the Final Data Statement for such Callable Series
with respect to each Trust Asset is true and correct in all material respects as of the Closing Date;
(d)
The representations and warranties made by the Sponsor in the Sponsor
Agreement are true and correct in all material respects at and as of the Closing Date with the
same effect as if made on the Closing Date; and
(e)
The Sponsor has complied with all the agreements (including, without limitation,
the covenants in the Sponsor Agreement) and satisfied all the conditions on its part to be
performed or satisfied at or prior to the Closing Date.
It is understood and agreed that the representations and warranties set forth in this
Section 4.01 shall survive delivery of the Trust Assets to the Trustee and shall inure to the
benefit of the Trustee and Ginnie Mae notwithstanding any restrictive or qualified endorsement
or assignment. Upon the discovery by the Sponsor or the Trustee of a breach of the foregoing
representations and warranties, the party discovering such breach shall give prompt written
notice to the other party to the Trust Agreement and to Ginnie Mae, and in no event later than
two Business Days from the date of such discovery.
Section 4.02. Representations and Warranties of the Trustee. The Trustee hereby
represents and warrants as follows:
(a)
The Trustee acknowledges and declares that it holds and will hold the Trust MBS
identified on the Final Data Statement, and that it has agreed to hold all documents delivered to it

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with respect to such Trust Asset and all assets of the Trust in trust for the exclusive use and
benefit of all present and future Holders and, to the extent provided herein, Ginnie Mae.
(b)
The Trustee acquired the Trust Assets on behalf of the Trust from the Sponsor in
good faith, for value, and without notice or knowledge of any adverse claim, lien, charge,
encumbrance or security interest (including, without limitation, any federal tax liens or liens
arising under ERISA), (ii) except as permitted in the Trust Agreement, has not and will not, in
any capacity, assert any claim or interest in the Trust Assets and will hold (or its agent will hold)
such Trust Assets and the proceeds thereof in trust pursuant to the terms of the Trust Agreement,
and (iii) has not encumbered or transferred its right, title or interest in the Trust Assets.
(c)
On the Closing Date, the Trustee shall deliver to the Sponsor and Ginnie Mae a
certificate certifying that the Trustee (or an agent thereof) is in possession of the Trust Assets for
such Callable Series.
Section 4.03. Sponsor Breach; Repurchase Obligation; Substitution.
(a)
Within 90 days of the earlier of Sponsor’s discovery or notice to the Sponsor of
any breach by the Sponsor of any of its representations, warranties or covenants under a Sponsor
Agreement or the related Trust Agreement which breach, in the judgment of the Trustee or
Ginnie Mae, materially and adversely affects the value of any Trust Asset or the interest of the
Trust therein, the Sponsor shall (i) cure such breach, (ii) remove such affected Trust Asset from
the Trust and substitute one or more Ginnie Mae Platinum Certificates, Ginnie Mae MBS
Certificates or Permitted Underlying Certificates (A) bearing interest at the same rate as the
replaced Trust Asset, (B) with an aggregate outstanding principal balance equal to the
outstanding principal balance of the replaced Trust Asset, as reflected in the records of the Trust,
(C) with a maturity date no later than the maturity date of the replaced Trust Asset and no earlier
than six months prior to the maturity date of the replaced Trust Asset, (D) that are entitled to
payments on the following Ginnie Mae Certificate Payment Date (which shall be the same
Ginnie Mae Certificate Payment Date on which the replaced Trust Asset was payable) and (E)
that otherwise conform to the requirements of the Trust Agreement, or (iii) with the consent of
Ginnie Mae purchase the affected Trust Asset from the Trust; provided, however, that any such
substitution pursuant to clause (ii) above shall occur within the two-year period beginning on the
Closing Date unless an Opinion of Counsel addressed to and satisfactory to Ginnie Mae is
delivered to the effect that such substitution (x) will not cause the related Trust to fail to qualify
as a grantor trust for United States federal income tax purposes and (y) in the event the related
Callable Security is held by a REMIC, will not affect adversely the status of such REMIC as a
REMIC or result in the imposition of United States federal or applicable state tax on such
REMIC.
(b)
The Sponsor shall effect a purchase of Trust Assets from the Trust by depositing
with the Trustee cash in an amount equal to the sum of (i) the then outstanding principal balance
of the Trust Assets to be purchased, as reflected in the records of the Trustee, plus (ii) interest on
that amount at the Certificate Rate for the period from the date on which the Trust ceases to be
entitled to distributions of interest on the repurchased Trust Assets through the next succeeding
Accounting Date. The Sponsor shall effect any substitution of a Trust Asset by depositing with
the Trust each Ginnie Mae Certificate to be substituted.

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ARTICLE V
CONCERNING THE TRUSTEE
Section 5.01. Duties of Trustee.
The Trustee undertakes to perform such duties and only such duties as are specifically set
forth in the related Trust Agreement. The Trustee, upon receipt of any and all resolutions,
certificates, statements, opinions, reports, documents, orders or other instruments furnished to the
Trustee that are specifically required to be furnished pursuant to any provision of such Trust
Agreement, or that may be furnished to the Trustee at its request, shall examine them to
determine whether they conform to the requirements of such Trust Agreement.
No provision of any Trust Agreement shall be construed to relieve the Trustee of such
Trust from liability for its own negligent action, its own negligent failure to act or its own
misconduct; provided, however, that:
(a)
The duties and obligations of the Trustee shall be determined solely by the
express provisions of the related Trust Agreement, the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in the related Trust
Agreement, and no implied covenants or obligations shall be read into the related Trust
Agreement against the Trustee;
(b)
The Trustee shall not be personally liable for an error of judgment made in good
faith by a Responsible Officer or Responsible Officers of the Trustee, unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts;
(c)
The Trustee shall not be personally liable with respect to any action taken or
suffered or omitted to be taken by it in good faith in accordance with the direction of Ginnie Mae
as to the time, method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under a Trust Agreement.
(d)
The Trustee with respect to any Trust shall not be personally liable with respect to
any action taken or suffered or omitted to be taken by it in good faith in accordance with the
direction of Holders of a Callable Series evidencing Percentage Interests aggregating not less
than 25% of each Class of Securities in such Callable Series effected thereby as to the
enforcement by the Trustee of the Ginnie Mae Guaranty.
The Information Agent shall not be deemed to be the agent of the Trustee, but rather the
agent of Ginnie Mae. The Trustee shall not be liable for any loss, liability or damage to any
Trust attributable to the acts or omissions of the Information Agent.
Section 5.02. Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 5.01, with respect to any Callable Series:
(a)
The Trustee may request (at its sole expense, except as otherwise provided herein)
and rely conclusively upon and shall be protected in acting or refraining from acting upon any
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resolution, officers’ certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper,
Transfer Affidavit, communication or document prima facie in proper form and believed by it to
be genuine and to have been signed or presented by the proper party or parties;
(b)
The Trustee may consult with counsel, and any Opinion of Counsel shall be full
and complete authorization and protection from liability in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance with such Opinion of
Counsel;
(c)
The Trustee shall be under no obligation to exercise any of the trusts or powers
vested in it by the related Trust Agreement or to institute, conduct or defend any litigation
thereunder or in relation thereto at the request, order or direction of Ginnie Mae or any of the
Holders of such Callable Series, pursuant to the provisions of the Trust Agreement, unless (i)
such directing party has offered to the Trustee reasonable security or indemnity against the costs,
expenses (including the fees and disbursements of Trustee’s counsel), and liabilities that may be
incurred by the Trustee with respect thereto or (ii) the need for or desirability of such institution,
conduct or defense results from the negligence of the Trustee;
(d)
The Trustee shall not be personally liable for any action taken or suffered or
omitted to be taken by it in good faith and believed by it to be authorized or within the discretion
or rights or powers conferred upon it by a Trust Agreement;
(e)
The Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper, communications or document, unless requested in
writing so to do by Ginnie Mae or the Holders of a Callable Series evidencing Percentage
Interests aggregating not less than 50% of all Callable Class Securities in such Callable Series
and the Holder of the related Call Class; provided, however, that the reasonable expense of such
investigation shall be paid by the party requesting the investigation, and the Trustee may require
reasonable indemnity against the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation as a condition to proceeding;
(f)
The Trustee may execute any of the trusts or powers under any Trust Agreement
or perform any duties thereunder either directly or by or through agents or attorneys;
(g)
The Trustee may rely conclusively on all calculations and other information
provided to it by Ginnie Mae, the Information Agent or any other agent of Ginnie Mae; and
(h)
The Trustee shall not be obligated to post a bond or other form of surety in
connection with its service or status as Trustee under a Trust Agreement.
Section 5.03. Trustee Not Liable for Securities.
The Trustee makes no representations as to the validity or sufficiency of any Trust
Agreement or of any Securities (except that each Trust Agreement has been duly executed and is
binding on the Trustee and the Certificated Securities of each Callable Series shall be duly and
validly authenticated and delivered by the Trustee and the Book-Entry Securities of each
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Callable Series shall be duly and validly authorized and delivered by the Trustee) or of any Trust
Assets or any document related to any of the foregoing.
The Trustee shall have no responsibility or accountability with respect to the sufficiency
or adequacy of the following: (a) the Trust Assets and Ginnie Mae Guaranty to generate funds
necessary to make required payments on the Securities or (b) any Offering Circular or other
securities filings or reports required to be filed by any federal, state or local securities regulatory
authority, including but not limited to the United States Securities and Exchange Commission.
Section 5.04. Trustee May Own Securities.
The Trustee in its individual or any other capacity may become the owner or pledgee of
Securities, and may transact banking or trust business with Ginnie Mae, any Sponsor, the BookEntry Depository, any Beneficial Owner or any other Trustee with the same rights it would have
if it were not Trustee.
Section 5.05. Payment of Trustee’s Fees and Expenses.
With respect to the Distribution Date or Distribution Dates in each month, the Trustee
shall be paid compensation for all services rendered by it in the execution of the trusts created by
the Trust Agreement and in the exercise and performance of any of its powers and duties under
the Trust Agreement (which compensation shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust) in an amount equal to the Trustee Fee, if
any.
Section 5.06. Eligibility Requirements for Trustee.
The Trustee under any Trust Agreement must have been approved in writing by Ginnie
Mae to serve as Trustee under such Trust Agreement and at all times (a) must be organized and
doing business under the laws of the state of its incorporation or the United States of America,
(b) must be authorized under such laws to exercise corporate trust powers, (c) must have a (or
must be a member of a consolidated bank or financial holding company which has) combined
capital and surplus which meets the requirements as prescribed by Ginnie Mae from time to time
pursuant to a written notice provided by Ginnie Mae to the Trustee, (d) must be a member
depository institution of the FRS and (e) must be an entity subject to supervision or examination
by federal or state authority and (f) unless otherwise approved by Ginnie Mae, must have a long
term unsecured debt obligation rating from Moody’s Investors Inc. of at least Aa3 and a short
term debt or commercial paper rating from Standard & Poor’s Ratings Services, a division of
The McGraw Hill Companies, Inc. of at least A-1. In addition, neither the Trustee nor any
officer or professional working on the subject matter of the Trust may be currently suspended or
debarred by any governmental agency, nor may such Persons have been convicted of, or found
liable in a civil action for, fraud, forgery, bribery, falsification or destruction of records, making
false statements or any other offense indicating a lack of business integrity that seriously and
directly could affect the responsibility of the Trustee, or such officer or professional.
If the Trustee publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the purposes of this
Section the combined capital and surplus of the Trustee shall be deemed to be its combined
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capital and surplus as set forth in its most recent report of condition so published. If at any time
the Trustee ceases to be eligible in accordance with the provisions of this Section, the Trustee
shall notify Ginnie Mae in writing immediately and, if Ginnie Mae requests, shall resign
immediately in the manner and with the effect specified in Section 5.07 hereof.
Section 5.07. Resignation and Removal of the Trustee.
The Trustee may resign as Trustee of any Trust at any time and be discharged from the
trusts created under the related Trust Agreement by giving written notice thereof to Ginnie Mae
and upon appointment of a successor trustee pursuant to Section 5.08. Upon receiving such
notice of resignation, Ginnie Mae may appoint a successor trustee. If no successor trustee shall
have been so appointed and have accepted appointment within 90 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for
the appointment of a successor trustee acceptable to Ginnie Mae.
Ginnie Mae may remove the Trustee for cause at any time. For the purposes of this
Section “cause” shall mean one of the following:
(a)
The Trustee’s ceasing to be eligible in accordance with the provisions of
Section 5.06 hereof and failing to resign after written request therefor by Ginnie Mae or its
agent;
(b)

The Trustee’s inability to take any actions required under a Trust Agreement;

(c)
The Trustee’s failure to observe or perform any of its covenants set forth in the
related Trust Agreement;
(d)
A court or regulatory authority having jurisdiction in the premises, including
without limitation the FDIC and any similar state authority, entering a decree or order for relief
in respect of the Trustee in an involuntary case under any bankruptcy, insolvency, receivership,
conservatorship or other similar law or regulation, state or federal, now or hereafter in effect, or
appointing a receiver, conservator, assignee, trustee, custodian, sequestrator or other similar
official for the Trustee or for all or any substantial part of its property, or order the winding up or
liquidation of its affairs;
(e)
The Trustee’s commencing a voluntary case under any applicable bankruptcy,
insolvency, receivership, conservatorship or other similar law or regulation, state or federal, now
or hereafter in effect, or consenting to or acquiescing in the entry of an order for relief in an
involuntary case under any such law, or consenting to or acquiescing in the appointment of or
taking of possession by a receiver, conservator, liquidator, assignee, trustee, custodian,
sequestrator or other similar official for the Trustee or for all or any substantial part of its
property, or making a general assignment for the benefit of creditors, or the Trustee’s generally
failing to pay its debts as they become due;
(f)
The discovery that any Location-Based Tax, other tax or other charge levied or
threatened to be levied against a Trust on account of the situs of the Trustee could be avoided by
the appointment of a successor trustee, to the extent that Ginnie Mae determines that such tax or
other change may not be adequately covered by the Trustee; or
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(g)
The removal for cause of the Trustee as the trustee of any trust that has issued
securities guaranteed by Ginnie Mae.
Any resignation or removal of the Trustee and appointment of a successor trustee
pursuant to any of the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 5.08 hereof but in no event shall
become effective until a successor has been appointed and has accepted the duties of the Trustee.
Any liability of the Trustee under a Trust Agreement arising prior to such termination shall
survive such termination.
To the extent that a successor trustee is entitled to receive reasonable compensation in
excess of compensation payable to the Trustee under the related Trust Agreement, the Trustee
shall indemnify Ginnie Mae and the Trust for the amount of such excess and shall provide such
security for such indemnity as Ginnie Mae may require.
Section 5.08. Successor Trustee.
Any successor trustee appointed to serve as Trustee of a Trust as provided in Section 5.07
hereof shall execute, acknowledge and deliver to Ginnie Mae and its predecessor trustee an
instrument accepting such appointment under the related Trust Agreement, and thereupon the
resignation or removal of the predecessor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor under the Trust Agreement, with the same
effect as if originally named as trustee therein. The predecessor trustee shall immediately deliver
to the successor trustee all documents and statements held by it under the applicable Trust
Agreement, and the predecessor trustee shall execute and deliver such instruments and do such
other things as may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties and obligations. The predecessor trustee
shall perform the duties and obligations imposed on it in this Section irrespective of any stay
arising from, any injunction or other process issued pursuant to, and any restriction or limitation
imposed by any bankruptcy, insolvency, receivership, conservatorship or other similar law or
regulation, state or federal, now or hereafter in effect, including without limitation 11 U.S.C.
§§ 105, 362 and 18 U.S.C. §§ 1821, 1823, each as amended from time to time. In the event the
predecessor trustee fails to perform the duties and obligations imposed on it in this Section,
Ginnie Mae may take any action it deems necessary or advisable to cause the performance of
such duties and obligations.
No successor trustee shall accept appointment as provided in this Section unless at the
time of such acceptance such successor trustee is eligible under the provisions of Section 5.06
hereof.
Upon acceptance of appointment by a successor trustee as provided in this Section, the
successor trustee shall mail notice of the succession of such trustee hereunder to all Holders at
their addresses as shown in the Register.

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Section 5.09. Appointment of Co-Trustee.
The Trustee shall be permitted to appoint a Person that either meets the eligibility
requirements to act as a Trustee hereunder or otherwise has been approved in writing by Ginnie
Mae to act as co-trustee with respect to the Trust. Any such co-trustee may perform any of the
duties and obligations of the Trustee hereunder, provided, however, that any such appointment of
any co-trustee shall not relieve the Trustee of any of its obligations and duties hereunder. The
Trustee shall continue to remain liable for the performance of all such duties and obligations
hereunder (including the obligation to indemnify Ginnie Mae pursuant to Section 5.11, 5.12),
irrespective of the appointment of any co-trustee to perform such duties or obligations on behalf
of the Trustee.
Section 5.10. Merger or Consolidation of Trustee.
Any corporation into which a Trustee may be merged or converted or with which it may
be consolidated or any corporation resulting from any merger, conversion or consolidation to
which such Trustee may be a party, or any corporation succeeding to the business of such
Trustee, shall be the successor of such Trustee under the related Trust Agreement without the
execution or filing of any paper or any further act on the part of any of the parties to the Trust
Agreement, provided such corporation is eligible under the provisions of Section 5.06 hereof.
Section 5.11. Indemnification of HUD and Ginnie Mae.
The Trustee for each Trust shall indemnify and hold harmless HUD and Ginnie Mae
(including each official, officer, employee and agent of HUD and Ginnie Mae) from and against
any and all losses, claims, demands, liabilities, or expenses (including, without limitation, all
attorneys’ fees and related charges and expenses) resulting, directly or indirectly, from any
Trustee default or other failure to perform under the related Trust Agreement. Without limiting
the foregoing, Ginnie Mae’s right to indemnification hereunder shall include the right to
reimbursement of any and all amounts paid by Ginnie Mae to any Holder of such Callable Series
as a result of any failure of the Trustee properly to calculate the amount of any required
distribution to any such Holder or to cause the proper distributions to be made to any such
Holder, together with interest thereon at a rate equal to the yield on three-month Treasury
securities.
Section 5.12. Performance Reviews by Ginnie Mae.
At its sole discretion, and from time to time, Ginnie Mae shall have the right to undertake
a full performance review of the Trustee and any subcontractors retained by the Trustee. Any
such review may involve the on site inspection of the Trustee’s (or any subcontractor’s) facilities
and the review of any books, records or documents of the Trustee (or any subcontractor) which
relate to the performance by the Trustee (or any subcontractor) of its duties hereunder. In
connection with any such review and inspection, the Trustee agrees to make available to Ginnie
Mae appropriate officers of the Trustee (or any subcontractor) and to otherwise cooperate with
such an undertaking by Ginnie Mae.

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Section 5.13. Voting of the Permitted Underlying Certificates.
In the event that a vote of the holders of Permitted Underlying Certificates is required
pursuant to the trust agreement governing any Underlying Trust, the Trustee shall vote in respect
of the Underlying Certificate in a manner that, in its sole judgment, is consistent with the best
interests of the holders of such Underlying Certificate. Notwithstanding the preceding sentence,
the Trustee shall not have a right to vote, under this Section 5.13, in any case where the exercise
of such right would constitute a variation of the investment of the Holders for purposes of United
States Treasury Regulation section 301.7701-4(c), and shall instead abstain from voting in such
instance.
ARTICLE VI
TERMINATION
Section 6.01. Termination by the Trustee.
On any Distribution Date on which the aggregate of the Class Principal Balances of the
Securities in a particular Callable Series, after giving effect to distributions otherwise to be made
on that date, is less than 1% of the aggregate of the Original Class Principal Balances, the
Trustee may (except to the extent the Holder of the related Call Class shall have previously given
notice to effect a redemption), but shall not be obligated to, effect a termination of the related
Trust and retirement of the related Securities by purchasing (or causing the sale to one or more
third parties of) all of the Trust Assets remaining in the Trust and depositing into the Book-Entry
Depository Account the Termination Price therefor.
The Trustee promptly shall mail notice of any termination to be caused by its purchase of
the Trust’s assets to Holders not earlier than the fifteenth day and not later than the twentieth day
of the month preceding the month of the final distribution. The notice shall specify (a) the final
Distribution Date (which shall be the next Distribution Date) upon which the Holders may
surrender their Certificated Securities to the Trustee for payment of the final distribution and
cancellation, (b) the office of the Registrar at which Holders may surrender their Certificated
Securities, (c) the amount of any final payment and (d) that the Record Date otherwise applicable
to that Distribution Date is not applicable because final distributions will be made only upon
presentation and surrender of the Certificated Securities at the office or agency of the Registrar
specified in the notice. The Trustee shall give this notice to Ginnie Mae at the time the notice is
given to Holders, and shall deposit the Termination Price into the Book-Entry Depository
Account no later than 10:00 a.m. eastern time on the final Distribution Date.
Upon presentation and surrender of the Certificated Securities pursuant to such a notice,
the Trustee shall, to the extent of available funds, cause to be distributed on the final Distribution
Date to Holders of any Certificated Securities, in proportion to their respective Percentage
Interests, an amount equal to the applicable Class Principal Balance, if any, together with any
accrued and unpaid interest thereon at the applicable Interest Rate.
With respect to the Book-Entry Securities, the Trustee shall, to the extent of available
funds, cause to be distributed on the Final Distribution Date to Holders of any Book-Entry

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Securities, in proportion to their respective Percentage Interests, an amount equal to the
applicable Class Principal Balance, if any, together with any accrued interest thereon at the
applicable Interest Rate.
Notwithstanding the foregoing, no amounts shall be distributable to Holders of Call Class
Securities upon any termination pursuant to this Article VI.
Section 6.02. Termination of Agreement.
The respective obligations and responsibilities of the Sponsor and the Trustee created by
the Trust Agreement (other than the obligation of the Trustee to make certain payments to
Holders after the final Distribution Date and the obligation of the Trustee to send certain notices
as set forth herein) shall terminate upon (a) the payment of all principal and accrued interest on
the Securities and all other amounts due and owing by the Trustee under such Trust Agreement
and (b) the last action required to be taken by the Trustee on the final Distribution Date pursuant
to this Article VI following the earlier of (i) the purchase by the Trustee of all Trust Assets
remaining in the Trust pursuant to Section 6.01 hereof at a price equal to the Termination Price
and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last
Trust Assets remaining in the Trust; provided, however, that in no event shall the Trust created
hereby continue beyond the expiration of 21 years less one day from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the
Court of St. James’s, living on the date hereof.
Section 6.03. Termination Account.
If all of the Holders do not surrender their Certificated Securities for final payment and
cancellation on or before the final Distribution Date, the Trustee, on the final Distribution Date,
shall withdraw all funds remaining in the Trust Accounts and shall credit those remaining funds
to the Holders who did not surrender their Securities by depositing such funds in a Termination
Account for the benefit of such Holders, and the Trustee shall give a second written notice to the
remaining Holders to surrender their Securities for cancellation and receive the final distribution
with respect thereto. If within one year after the sending of the second notice all the Securities
shall not have been surrendered for cancellation, the Trustee shall take appropriate steps, at the
direction of Ginnie Mae, if Ginnie Mae chooses to provide direction, or may appoint an agent to
take appropriate steps, to contact the remaining Holders concerning surrender of their Securities,
and the cost thereof shall be paid out of the funds on deposit in the Termination Account. The
Trustee shall not invest or owe interest on funds in the Termination Account. The Trustee shall
maintain the Termination Account for five years, subject to applicable laws of escheatment, after
which time the assets shall be transferred to Ginnie Mae.
ARTICLE VII
REDEMPTION AND EXCHANGE
Section 7.01. Redemption.
As to any Callable Series or Security Group, the Holder of the related Call Class Security
shall have the right to direct the Trustee to redeem the related Callable Class Securities, in whole
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but not in part, on any Distribution Date commencing with the Initial Redemption Date, but in
any event no later than the Final Redemption Date, if applicable.
The amount payable by the Trustee in respect of any Callable Class Securities upon
redemption shall be equal to the related Redemption Price. The Trustee shall redeem the
Callable Class Securities only if (i) as of 11:30 a.m. (Eastern time) on the date the Trustee
receives notice from the Holder of the related Call Class directing the Trustee to redeem, the
related Trust Assets have a market value (exclusive of accrued interest) in excess of their
outstanding principal balance multiplied by the applicable Redemption Price Percentage and (ii)
the Trustee shall have received from the Holder of the Call Class the Redemption Amount, the
related Exchange Fee as provided below and the Call Class Security (assigned to the Trustee).
For purposes of clause (i) above, the “market value” of Trust Assets shall be determined by
reference to bid quotations obtained by the Trustee as of 11:30 a.m. (Eastern time) on the date
the Trustee receives notice of the intention to direct a redemption. Bid quotations shall be
obtained by the Trustee from the display identified as “TBA2” as posted electronically by the
Bloomberg Financial News Service; provided, however, in the event that such quotations are not
available or are believed inaccurate, the Trustee shall request that Ginnie Mae (or its agent) (i)
obtain bid quotations from three reputable dealers experienced in pricing assets comparable to
the Trust Assets; and (ii) calculate an average of such quotations. The determination by the
Trustee (or Ginnie Mae) of the market value as described above shall (in the absence of manifest
error) be final and binding.
The Holder of a Call Class Security proposing to effect a redemption and exchange as of
any Distribution Date may so notify the Trustee in writing at the Corporate Trust Office, on any
Business Day during the month preceding the month of redemption but shall do so no later than
11:00 a.m. (Eastern time) on the third Business Day preceding the last calendar day of the month
preceding the month of the proposed redemption. Any such notice delivered to the Trustee after
11:00 a.m. (Eastern time) on any Business Day shall be deemed to have been received prior to
11:00 a.m. (Eastern time) on the following Business Day. No later than the third Business Day
preceding the last calendar day of the month preceding the month of the proposed redemption the
Holder of the Call Class shall deposit with the Trustee the applicable Redemption Amount and
Exchange Fee and deliver to the Trustee the Call Class Security (assigned to the Trustee in form
satisfactory to the Trustee). Upon determination of a satisfactory market value and delivery of
the Redemption Amount, Exchange Fee and Call Class Security, the notice of redemption and
exchange shall become irrevocable and redemption of the related Callable Class Securities shall
be made on the following Distribution Date (each, a “Redemption Date”). The Trustee shall
distribute the Redemption Price to the Holders of the related Callable Class Securities, pro rata,
on the Redemption Date. Such distribution shall be in lieu of any distribution of principal and
interest that would otherwise be made on that date.
The Trustee shall notify Ginnie Mae and the Information Agent of a redemption when the
notice of redemption and exchange becomes irrevocable.
Section 7.02. Exchange.
On the first Business Day of the month of redemption, the Trustee shall deliver to the
Holder of the Call Class Security the related Trust Assets. In addition, on the Redemption Date,

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the Trustee shall remit to the Holder of the Call Class (a) the excess of (i) the Redemption
Amount paid to the Trustee by the Holder of the Call Class and the distributions received on the
related Trust Assets in the month of redemption (net of any Trustee Fee payable to the Trustee
on the Redemption Date) over (ii) the Redemption Price for the Callable Class and (b) any
interest earnings on the Redemption Amount as described in Section 7.03. For purposes hereof,
any such amounts distributed in respect of the Call Class shall constitute interest, to the extent
they represent investment earnings or interest payments on the Trust Assets, or principal, to the
extent they represent principal payments on the Trust Assets.
Section 7.03. Exchange Fee; Investment Earnings on Redemption Amount.
Upon receipt of the Exchange Fee and Redemption Amount, the Trustee shall (i) be
entitled to retain the Exchange Fee for its own account, and (ii) deposit the Redemption Amount
in an Eligible Account. Amounts on deposit in such Eligible Account shall be invested by the
Trustee in Eligible Investments.
Section 7.04. Exchange of Callable Class and Call Class Securities for the Related
Trust Assets.
As to any Callable Series or Security Group, a Holder of both a Call Class Security and
all of the outstanding related Callable Class Securities shall have the right to exchange such Call
Class Security and 100% of the outstanding balance of the related Callable Class Securities for
the related Trust Assets. The Holder of a Call Class Security and all of the outstanding related
Callable Class Securities proposing to effect such an exchange must notify the Trustee at least
three Business Days preceding the exchange date (the “Exchange Date”), as described in Section
7.01. On the Business Day prior to the Exchange Date, the Holder will deliver the Call Class
Security and the related Callable Class Securities to the Trustee and deposit with the Trustee any
Transaction Fee required to be paid pursuant to the related Trust Agreement, and the exchange
will become irrevocable. On the Exchange Date, the Trustee shall cancel such Securities, shall
cause the removal of such Callable Class Securities from the Book-Entry Depository Account
and shall credit the remaining related Trust Assets to the account of the surrendering Holder.
Section 7.05. Exchange of Callable Class Securities for the Related Trust Assets.
As to any Callable Series or Security Gr oup, after the F inal Redem ption Date for such
Callable Series or Security Group, the Holder of all of the outstanding related Callable Class
Securities s hall h ave th e righ t to e xchange 10 0% of the o utstanding b alance of such Callab le
Class Securities for the related Trust Assets; provided, however, that there shall be no such right
to exchange during any tim e that such Callable Class Securities are held by a REMIC Trust. A
Holder of Callable Class Securities proposing to effect such an exchange must notify the Trustee
at least three Business Days preceding the exchange date (the “Exchange Date”), as d escribed in
Section 7.01. On the Business Day prior to the
Exchange Date, th e Holder will delive r such
Callable Class Securities to the Trus tee and deposit with the Trustee any Exchange Fee required
to be p aid pursuant to the re lated Trust Agreement, and the exchange will be come irrevocable.
On the Exchange Date, the Trustee s hall cancel such Securities, shall cau se the removal of such
Callable Class Securities from the Book-En try Depository Account and shall credit the
remaining related Trust Assets to the account of the surrendering Holder.

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ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01. Limitation of Rights of Holders.
The death or incapacity of any person having an interest, beneficial or otherwise, in a
Security shall not operate to terminate any Trust Agreement, nor entitle the legal representatives
or heirs of such person or any Holder for such person to claim an accounting, take any action or
bring any proceeding in any court for a partition or winding up of any Trust, nor otherwise affect
the rights, obligations and liabilities of the parties hereto or any of them.
Section 8.02. Control by Holders.
Except as otherwise provided in the Trust Agreement, no Holder in any Callable Series
shall have any right to vote or in any manner otherwise control the administration, operation and
management of any Trust, or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Securities, be construed so as to constitute the Holders
from time to time as partners or members of an association; nor shall a Holder be under any
liability to any third person by reason of any action taken by the parties to this Trust Agreement
pursuant to any provision hereof.
Section 8.03. Amendment of Trust Agreements.
(a)
Any Trust Agreement may, with the consent of Ginnie Mae, and shall, at the
request of Ginnie Mae, be amended from time to time by the Trustee without the consent of the
Sponsor or any Holder or Holders to cure any ambiguity, to correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to make any other
provisions with respect to this Trust Agreement, provided that any such amendment shall not
effect a change in the Termination Price, Distribution Dates, Record Dates, Accounting Dates,
terms of optional terminations or redemptions, the Ginnie Mae Guaranty or other payment terms
established by the Trust Agreement for the Callable Series which adversely affects in any
material respect the interests of any Holder and shall not impose an additional obligation on any
party who has not consented to such amendment; or except as provided in Section 8.03(b) below,
to make any other changes that Ginnie Mae requests.
(b)
Notwithstanding any other provision herein, without the consent of each Holder
who may be adversely affected, the related Trust Agreement may not be amended to impair or
affect the right of such Holder to receive payment of principal and interest (including any
payment under the Ginnie Mae Guaranty in respect thereof) or to institute suit for the
enforcement of any such payment, all as herein provided, on or after the respective due date of
such payment. Notwithstanding the foregoing, the Trustee shall not allow any amendment to the
related Trust Agreement that would cause the Trust not to be treated as a grantor trust for United
States federal income tax purposes.
(c)
In connection with any amendment to a Trust Agreement made pursuant to this
Section 8.03, the Sponsor shall deliver to Ginnie Mae and the Trustee one or more Opinions of
Counsel (who, if the amendment is at the request of the Sponsor, may be Trust Counsel),
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addressed to Ginnie Mae and the Trustee, to the effect that (A) such counsel has examined the
amendment and the relevant portion of the related Trust Agreement, (B) the amendment is
permitted by the related Trust Agreement and (C) the proposed amendment will not cause the
Trust not to be treated as a grantor trust for United States federal income tax purposes.
Section 8.04. Persons Deemed Owners.
The Trustee, Ginnie Mae and the Registrar, or any agent of the Trustee, Ginnie Mae or
the Registrar, may deem and treat the Holder of the Securities (which, with respect to the BookEntry Securities, will be the Book-Entry Depository (or its nominee)), as the absolute owner of
such Securities for the purpose of receiving distributions of principal or interest and for all other
purposes, and neither the Trustee, Ginnie Mae nor the Registrar, nor any agent of the Trustee,
Ginnie Mae or the Registrar, shall be affected by any notice to the contrary. All such
distributions so made to the Holder or upon such Holder’s order shall be valid and, to the extent
of the sum or sums so distributed, effectual to satisfy and discharge the duty for monies
distributable by the Trustee upon such Securities.
The Holder of a Book-Entry Security is not the Beneficial Owner of such Security. The
rights of a Beneficial Owner of a Book-Entry Security with respect to the Trustee, Ginnie Mae
and the Registrar may be exercised only through the Holder, which is the Book-Entry Depository
or its nominee. The Trustee, Ginnie Mae and the Registrar will have no obligation to a
Beneficial Owner of a Book-Entry Security because such obligations are satisfied directly to the
Book-Entry Depository.
Section 8.05. Third-Party Beneficiary; Ginnie Mae Subrogation.
The Trustee and the Sponsor hereby acknowledge and agree that Ginnie Mae is a thirdparty beneficiary of each Trust Agreement and entitled to enforce all obligations of any party to a
Trust Agreement. Ginnie Mae shall be subrogated to all the rights, interests, remedies, powers
and privileges of the Holders in respect of any Ginnie Mae Guaranty Payments, to the extent of
such payments.
Section 8.06. Preemption.
Pursuant to Section 306(g)(3)(E)(iv) of the National Housing Act (12 U.S.C. § 1721
(g)(3)(E)(iv)), Ginnie Mae may exercise any right or power granted to it in or recognized under
the Trust Agreement irrespective of any stay arising from, any injunction or other process issued
pursuant to, and any restriction or limitation imposed by any bankruptcy, insolvency,
receivership, conservatorship or other similar law or regulation, state or federal, now or hereafter
in effect, including without limitation 11 U.S.C. §§ 105, 362 and 18 U.S.C. §§ 1821, 1823, each
as amended from time to time.
Section 8.07. Governing Law.
THE TRUST AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE UNITED STATES OF AMERICA.
INSOFAR AS THERE MAY BE NO APPLICABLE LAW OF THE UNITED STATES,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
24

V-4-28

REGARD TO CONFLICTS OF LAWS PRINCIPLES OTHER THAN SECTIONS 5-1401
AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) SHALL BE
DEEMED REFLECTIVE OF THE LAWS OF THE UNITED STATES OF AMERICA,
INSOFAR AS TO DO SO WOULD NOT FRUSTRATE THE PURPOSES OF ANY
PROVISION OF THE TRUST AGREEMENT OR THE TRANSACTIONS GOVERNED
THEREBY.
Section 8.08. Successors.
The Trust Agreement shall be binding upon and shall inure to the benefit of any
successor to the Trustee, the Sponsor, or Ginnie Mae, including any successor by operation of
law.
Section 8.09. Headings.
The Article and Section headings are for convenience only and shall not affect the
construction of the Trust Agreement.
Section 8.10. Notice and Demand.
Any notice, demand or other communication which by any provision of a Trust
Agreement is required or permitted to be given or served to or upon any Holder may be given or
served in writing by deposit thereof, postage prepaid, in the United States mail addressed to such
Holder as such Holder’s name and address may appear in the records of the Trustee or the
Registrar. Such notice, demand or other communication to or upon a Holder shall be deemed to
have been sufficiently given or made, for all purposes, upon mailing or transmission.
RECEIPT AND ACCEPTANCE OF A SECURITY BY OR ON BEHALF OF A
HOLDER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT,
SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND
ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH SECURITY OF ALL THE
TERMS AND PROVISIONS OF THE RELATED TRUST AGREEMENT.
All demands, notices, approvals and communications under the Trust Agreement shall be
in writing and shall be deemed to have been duly given if personally delivered (including
overnight receipted delivery by a recognized courier service) to or mailed by registered mail,
postage prepaid, or transmitted by any standard form of written telecommunications and
confirmed by a similar mailed writing, to the address provided in the Trust Agreement. The
address for Ginnie Mae shall be as follows:
Government National Mortgage Association
550 12th Street, SW, Third Floor
Washington, D.C. 20024
Attention: Senior Vice President, Capital Markets Division
Telephone: (202) 475-4926
Facsimile: (202) 485-0220

25

V-4-29

With copies to:
Department of Housing and Urban Development
Office of General Counsel
Room 9254
451 7th Street, S.W.
Washington, D.C. 20410-9000
Attention: Assistant General Counsel Ginnie Mae/Finance
Telephone: (202) 708-3260
Facsimile: (202) 708-8776
and the Legal Advisor as of the date of the demand, notice,
approval or communication.
The addresses of all other parties are set forth in the related Sponsor Agreement.
Section 8.11. Severability of Provisions.
Any part, provision, representation or warranty of any Trust Agreement that is prohibited
or that is held to be void or unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining parts, provisions, representations or
warranties of that Trust Agreement. Any part, provision, representation or warranty of a Trust
Agreement that is prohibited or unenforceable or is held to be void or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining parts, provisions, representations or
warranties of that Trust Agreement, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
To the extent permitted by applicable law, the parties to each Trust Agreement waive any
provision of law which prohibits or renders void or unenforceable any provision of that Trust
Agreement.
Section 8.12. Counterparts.
The Trust Agreement may be executed in two or more counterparts, each of which when
so executed and delivered shall be an original, and all of which together shall constitute one and
the same instrument. The Trust Agreement shall inure to the benefit of and be binding upon the
parties thereto and their respective successors and assigns.
ARTICLE IX
TAX ADMINISTRATOR
Section 9.01. Tax Administration.
Each Holder of a Security hereby designates the Tax Administrator, as its agent, to
perform certain tax administration functions of the related Trust.
(a)

With respect to each Trust, the Tax Administrator shall pay in a timely manner:
26

V-4-30

(i)
the amount of any United States federal, state and local taxes imposed on
the Trust out of amounts in the Trust Accounts (except for Location-Based Taxes
attributable to the Tax Administrator, which shall be paid by the Tax Administrator out of
its own funds); provided, however, that the Tax Administrator may decide, provided it
has received the written permission of Ginnie Mae, to pay or deposit such tax but
subsequently to contest such tax, or, if permitted by law, to refrain from paying such tax
pending the outcome of the contest of such tax, and
(ii)
out of its own funds, any and all tax related expenses (not including taxes)
of the Trust, including but not limited to any professional fees or expenses related to
audits or any administrative or judicial proceedings with respect to each such Trust that
involves the Internal Revenue Service or state or local tax authorities; provided, however,
that the Tax Administrator may pay out of amounts in the Trust Accounts the reasonable
cost of contesting a tax imposed on the Trust, provided that the Tax Administrator has
received Ginnie Mae’s written permission to engage in the contest.
(b)
With respect to each Trust, the Tax Administrator shall maintain all books,
records, and supporting documents that are necessary to comply with any and all aspects of the
Tax Administrator’s duties under the Trust Agreement and other Closing Documents.
(c)
For each Trust, the related Tax Administrator shall timely prepare, sign (or, as
appropriate, submit to the Trustee for signature) and file all of the United States federal, state,
and local tax and information returns of the Trust. The expenses of preparing and filing such
returns shall be borne by the Tax Administrator without any right to reimbursement by the
Trustee or from amounts on deposit in the Trust Accounts.
(d)
The Tax Administrator for each Trust shall assist the Trustee in performing in a
timely manner all reporting and other tax compliance duties that are the responsibility of the
Trust under United States federal, state or local tax law. Upon the Tax Administrator’s request,
the Trustee shall provide the Tax Administrator with a list of Securityholders of record and any
other information reasonably necessary to the Tax Administrator in the performance of its duties.
(e)
With respect to each Trust, the Tax Administrator and the Trustee shall take any
action or cause any Trust to take any action necessary to create or maintain the status of such
Trust as a grantor trust pursuant to Section 1.06 hereof.
(f)
With respect to each Trust, neither the Tax Administrator nor the Trustee shall
take any action or fail to take any action, or cause any Trust to take any action or fail to take any
action that, if taken or not taken, could endanger the status of any such Trust as a grantor trust
pursuant to Section 1.06 hereof.
(g)
With respect to each Trust, unless otherwise provided in the related Trust
Agreement, the fiscal year of such Trust shall run from January 1 (or from the Closing Date, in
the case of the first fiscal year) through December 31.
(h)

The Trustee shall reimburse the Trust for any Location-Based Taxes.

27

V-4-31

Section 9.02. Resignation and Removal of the Tax Administrator.
(a)
Unless otherwise provided in the Trust Agreement, the Trustee shall act as Tax
Administrator. The Trustee may subcontract with another Person acceptable to Ginnie Mae to
undertake these obligations. In addition, Ginnie Mae reserves the right to require the Trustee to
subcontract with a Person designated by Ginnie Mae to perform these duties. Execution of a
subcontract shall not relieve the Trustee, however, of any responsibility for the tax
administration of the Trust or of liability for breaches of the obligations of the Tax Administrator
under the Trust Agreement.
(b)
If the Tax Administrator for a Trust is unable for any reason to fulfill its duties as
Tax Administrator, the Tax Administrator shall immediately notify Ginnie Mae and the Trustee.
Upon notification, the Trustee may appoint another Person acceptable to Ginnie Mae to act as
Tax Administrator or Ginnie Mae may direct the Trustee to appoint another Person to act in such
capacity.
(c)
Except as provided in a Trust Agreement, Ginnie Mae has reserved the right to
remove the Tax Administrator for cause at any time. For the purposes of this Section “cause”
shall mean one of the following:
(i)
The Tax Administrator’s inability to take any actions required under a
Trust Agreement;
(ii)
Failure on the part of the Tax Administrator to observe or perform any
other of its covenants set forth in the related Trust Agreement;
(iii) A court having jurisdiction entering a decree or order for relief in respect
of the Tax Administrator in an involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, sequestrator (or other similar official) of the Tax
Administrator or for all or substantially all of its property, or order the winding up or
liquidation of its affairs; or
(iv)
The Tax Administrator commencing a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or consenting to
the entry of an order for relief in an involuntary case under any such law, or consenting to
the appointment of or taking of possession by a receiver, liquidator, assignee, trustee,
custodian, sequestrator (or other similar official) of the Tax Administrator or for any
substantial part of its property, or making any general assignment for the benefit of
creditors, or the Tax Administrator failing generally to pay its debts as they become due.
(d)
Any resignation or removal of the Tax Administrator and appointment of a
successor Tax Administrator pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor Tax Administrator as provided in
Section 9.02(e) below. Any liability of the Tax Administrator under a Trust Agreement arising
prior to such termination shall survive such termination.

28

V-4-32

(e)
The successor Tax Administrator appointed to serve as Tax Administrator of a
Trust as provided in this Section shall execute, acknowledge and deliver to Ginnie Mae and its
predecessor Tax Administrator a written acceptance of such appointment under the related Trust
Agreement, and thereupon the resignation or removal of the predecessor Tax Administrator shall
become effective and such successor Tax Administrator, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and obligations of its
predecessor under such Trust Agreement, with the same effect as if originally named as Tax
Administrator therein.
* * *

29

V-4-33

Exhibit 1
FORM OF CALLABLE CLASS SECURITY
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
GUARANTEED CALLABLE PASS-THROUGH SECURITY
GINNIE MAE CALLABLE TRUST 20_-C__ (THE “TRUST”)
CLASS A[ ]
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 THE PAYMENT OF ANY
PREMIUM INCLUDED IN ANY REDEMPTION PRICE.
CLASS A[ ]:

CUSIP NO.:

CLOSING DATE:

INTEREST RATE: [ ________ %]
[VARIABLE]

MONTH OF FINAL DISTRIBUTION
DATE:

CLASS PRINCIPAL BALANCE OF ALL
CLASS A [ ] SECURITIES AS OF
CLOSING DATE: $______________

INITIAL REDEMPTION DATE:

[FINAL REDEMPTION DATE:]
DENOMINATION: $ ________________

TRUSTEE:

SPONSOR:

NO. _______

V-4-34

This Security evidences a percentage interest in the distributions allocable to the Class indicated
on the face hereof issued by the Trust, the assets of which consist primarily of the Trust Assets.
THIS CERTIFIES THAT
______________________
is the registered owner of the Percentage Interest evidenced by this Security (obtained by
dividing the denomination of this Security by the aggregate of the denominations of all Securities
of this Class) in any monthly distributions allocable to this Class of Securities. The Securities
were issued by the Trust created pursuant to a trust agreement (the “Trust Agreement”) between
the Sponsor and the Trustee. The capitalized terms used and not defined herein have the
meanings assigned to them in the Trust Agreement and the Glossary in the Ginnie Mae
Multiclass Securities Guide in effect on the Closing Date. This Security is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement, to which the Holder of
this Security, by virtue of the acceptance hereof, assents and by which such Holder is bound.
Pursuant to the terms of the Trust Agreement, a distribution will be made on the [ ] day of
each month or, if such day is not a Business Day, the first Business Day thereafter (each, a
“Distribution Date”), commencing in the month following the month of the Closing Date, to the
Person in whose name this Security is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the related “Record Date”),
in an amount equal to the product of the Percentage Interest evidenced by this Security and the
distributions, if any, allocable to this Class pursuant to the Trust Agreement. Notwithstanding
the foregoing, distributions on Certificated Securities of this Class will be made on the Business
Day following the Distribution Date.
This Security is subject to redemption by the Trustee at the direction of the Holder of the
related Call Class Security. This Security is limited in right of payment to certain collections in
respect of the related Trust Assets (including the Redemption Price therefor) and the Ginnie Mae
Guaranty, all as more specifically set forth in the Trust Agreement. This Security does not
represent an obligation of the Sponsor or the Trustee or either of their affiliates. In addition, the
Holder of this Security has certain exchange rights as set forth in the Trust Agreement.
Distributions on Book-Entry Securities shall be made on each Distribution Date by wire
transfer of immediately available funds to the Book-Entry Depository. Distributions on any
Certificated Security shall be made on the Business Day following each Distribution Date (a) by
check mailed to the Holder thereof at its address reflected in the Register as of the related Record
Date or (b) upon receipt by the Trustee from a Holder of a written request and wire instructions
at least five Business Days prior to the related Record Date, by wire transfer of immediately
available funds on the Business Day following the related Distribution Date and each subsequent
Distribution Date to the account of such Holder, if such Holder holds Securities having an initial
aggregate principal balance of at least $5,000,000. Notwithstanding the foregoing, the final
distribution in retirement of any Security will be made only upon presentation and surrender of
the certificate at the Corporate Trust Office.

V-4-35

Subject to the limitations set forth in the Trust Agreement, the Trust Agreement may be
amended for any purpose, without the consent of any Holder or Holders. However, the Trust
Agreement may not be amended without the consent of the affected Holders if the effect of such
amendment is to alter the timing or amount of any required distribution of principal or interest
(including distributions made pursuant to the Ginnie Mae Guaranty) to any Holder, or the right
of any Holder to institute suit for the enforcement of any such payment. Any such consent by
the Holder of this Security shall be conclusive and binding on such Holder and upon all future
holders of this Security and of any Security issued upon the transfer hereof or in exchange
herefor or in lieu hereof regardless of whether notation of such consent is made upon this
Security.
As provided in the Trust Agreement and subject to certain limitations therein set forth,
the Holder of this Security may register the transfer of this Security in the Register by
surrendering this Security at the Corporate Trust Office of the Trustee. The surrendered Security
must be duly endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Registrar duly executed by, the
Holder hereof or such Holder’s attorney duly authorized in writing. Upon such surrender, one or
more new Securities of like tenor of authorized denominations will be issued to the designated
transferee or transferees.
The Securities of this Class initially are issuable in the form specified on the cover hereto
and in denominations specified in the Trust Agreement. As provided in the Trust Agreement and
subject to certain limitations therein set forth (a) Beneficial Owners of Book-Entry Securities
may request Certificated Securities for a fee of $25,000 per physical certificate, (b) Holders of
Certificated Securities may, upon request, surrender their Certificated Securities and become the
Beneficial Owner of a Book-Entry Security of like tenor and denomination and (c) all Securities
are exchangeable for new Securities of like tenor of authorized denominations, as requested by
the Holder surrendering the same. There will be a service charge for any such registration of
transfer or exchange, and the Trustee may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.
The obligations created by the Trust Agreement and the Trust shall terminate upon the
payment to Holders of all amounts held by or on behalf of the Trustee and required to be paid to
them pursuant to the Trust Agreement. This Certificate is subject to redemption as provided in
the Trust Agreement on any applicable Redemption Date. The Trust Agreement permits, but
does not require, the Trustee to purchase all assets held by the Trust, at a price determined as
provided in the Trust Agreement, when the aggregate of the Class Principal Balances of the
Securities is less than 1% of the aggregate of the Original Class Principal Balances of the
Securities. Any exercise by the Trustee of such option would effect early retirement of the
Securities.
Unless the certificate of authentication herein has been executed by the Trustee, by
manual signature, this Security shall not represent entitlement to any benefit under the Trust
Agreement or be valid for any purpose.

V-4-36

IN WITNESS WHEREOF, the Trustee has caused this Security to be duly executed
under its official seal.
[TRUSTEE], AS TRUSTEE
By:
AUTHORIZED SIGNATORY
Attest:
AUTHORIZED SIGNATORY
Dated:
CERTIFICATE OF AUTHENTICATION
This is one of the Class A[ ] Callable Class Securities referred to in the within-mentioned Trust
Agreement.
,

AS TRUSTEE

By:
AUTHORIZED SIGNATORY

V-4-37

ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name and address including postal zip code of assignee.)
the beneficial interest evidenced by the within Security and hereby authorizes the transfer of
registration of such interest to the above named assignee on the Register of the Trust.
I (We) further direct the Trustee to issue a new Security of like denomination or
Percentage Interest and like tenor, to the above named assignee and to deliver such Security to
the following address:

Dated:
Signature by or on behalf of assignor

Signature Guaranteed

V-4-38

DISTRIBUTION INSTRUCTIONS
The assignee should complete the following for purposes of future distributions:
Distributions shall be made by wire transfer or otherwise in immediately available funds, if
permitted hereunder, to

for the account of
account number
or, if mailed by check, to
Applicable statements should be mailed to

This information is provided by
the assignee named above, or
as its agent.

V-4-39

Exhibit 2
FORM OF CALL CLASS SECURITY

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
GUARANTEED CALLABLE PASS-THROUGH SECURITY
GINNIE MAE CALLABLE TRUST 20__-C___ (THE “TRUST”)
CLASS B[ ]

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 THE PAYMENT OF ANY PREMIUM INCLUDED IN ANY
REDEMPTION PRICE.
THIS SECURITY HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST
AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED IN THE
TRUST AGREEMENT. THIS SECURITY MAY NOT BE TRANSFERRED IN PART.

CLASS B[ ]:

CUSIP NO.:

CLOSING DATE:

PERCENTAGE INTEREST: 100%

INITIAL REDEMPTION DATE:

[FINAL REDEMPTION DATE:]

TRUSTEE:
SPONSOR:
NO. 1

V-4-40

This Security evidences an interest in the Trust, the assets of which consist primarily of the Trust
Assets.
THIS CERTIFIES THAT
_________________________
is the registered owner of the Percentage Interest evidenced by this Security (set forth above).
The Securities were issued by the Trust created pursuant to a trust agreement (the “Trust
Agreement”) between the Sponsor and the Trustee. The capitalized terms used and not defined
herein have the meanings set forth in the Trust Agreement and the Glossary in the Ginnie Mae
Multiclass Securities Guide in effect on the Closing Date. This Security is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement, to which the Holder of
this Security, by virtue of the acceptance hereof, assents and by which such Holder is bound.
No distributions shall be made on this Security, except for any distribution of the
proceeds due such Holder in a redemption and exchange transaction as set forth below upon
presentation and surrender of this Security.
The Holder of this Security shall have the right to direct the Trustee to redeem the related
Callable Class Securities, in whole but not in part, on [the Distribution Date coinciding with the
Initial Redemption Date (which is also the Final Redemption Date)] [any Distribution Date
commencing with the Initial Redemption Date[; but in no event later than the Final Redemption
Date]]. The Trustee shall redeem the related Callable Class Securities only upon the terms set
forth in the Trust Agreement and upon payment of the Redemption Amount and Exchange Fee
and surrender of this Security. The Holder of this Security may effect a redemption and
exchange by notifying the Trustee no later than 11:00 A.M. on the third Business Day preceding
the last calendar day of the month preceding the month of the proposed redemption. Not later
than the third Business Day preceding the last calendar day of the month preceding the month of
the proposed redemption the Holder of this Security must deposit with the Trustee the
Redemption Amount and Exchange Fee and surrender this Security as set forth in the Trust
Agreement. On the first Business Day of the month of redemption, the Trustee shall deliver to
the Holder hereof the related Trust Assets and cancel this Security. On the Distribution Date in
the month of redemption, the Trustee shall remit to the Holder of this Security the aggregate
amount required to be so remitted in accordance with the Trust Agreement. In addition, the
Holder of this Security has certain exchange rights as set forth in the Trust Agreement.
Subject to the limitations set forth in the Trust Agreement, the Trust Agreement may be
amended for any purpose, without the consent of any Holder or Holders. However, the Trust
Agreement may not be amended without the consent of the affected Holders if the effect of such
amendment is to alter the timing or amount of any required distribution of principal or interest
(including distributions made pursuant to the Ginnie Mae Guaranty) to any Holder, or the right
of any Holder to institute suit for the enforcement of any such payment. Any such consent by
the Holder of this Security shall be conclusive and binding on such Holder and upon all future
holders of this Security and of any Security issued upon the transfer hereof or in exchange
herefor or in lieu hereof regardless of whether notation of such consent is made upon this
Security.

V-4-41

As provided in the Trust Agreement and subject to certain limitations therein set forth,
the Holder of this Security may register the transfer of this Security in the Register by
surrendering this Security at the Corporate Trust Office of the Trustee. The surrendered Security
must be duly endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Registrar duly executed by, the
Holder hereof or such Holder’s attorney duly authorized in writing. Upon such surrender, a new
Security of like tenor will be issued to the designated transferee or transferees.
Unless the certificate of authentication herein has been executed by the Trustee, by
manual signature, this Security shall not represent entitlement to any benefit under the Trust
Agreement or be valid for any purpose.

V-4-42

IN WITNESS WHEREOF, the Trustee has caused this Security to be duly executed
under its official seal.
[TRUSTEE], AS TRUSTEE
By:
AUTHORIZED SIGNATORY
Attest:
AUTHORIZED SIGNATORY
Dated:
CERTIFICATE OF AUTHENTICATION
This is the Class B[ ] Call Class Security referred to in the within-mentioned Trust Agreement.
,

AS TRUSTEE

By:
AUTHORIZED SIGNATORY

V-4-43

ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please print or typewrite name and address including postal zip code of assignee.)

the beneficial interest evidenced by the within Security and hereby authorizes the transfer of
registration of such interest to the above named assignee on the Register of the Trust.
I (We) further direct the Trustee to issue a new Security of like denomination or
Percentage Interest and like tenor, to the above named assignee and to deliver such Security to
the following address:

Dated:
Signature by or on behalf of assignor

Signature Guaranteed

V-4-44

DISTRIBUTION INSTRUCTIONS
The assignee should complete the following for purposes of future distributions:
Distributions shall be made by wire transfer or otherwise in immediately available funds, if
permitted hereunder, to

for the account of
account number
or, if mailed by check, to
Applicable statements should be mailed to

This information is provided by
the assignee named above, or
as its agent.

V-4-45

Exhibit 3
FORM OF ECONOMIC REPRESENTATION LETTER OF SPONSOR
[NOTE TO SPONSOR AND TRUST COUNSEL: The following letter is required to be
executed and delivered by the Sponsor in connection with the issuance of Callable Securities.]

Government National Mortgage Association
550 Twelfth Street, S.W., Third Floor
Washington, D.C. 20024
[Trust Counsel]
Re:

Ginnie Mae Callable Trust 20[ ]-C[ ]

Ladies and Gentlemen:
Ginnie Mae Callable Trust 20[ ]-C[ ] (the “Trust”) will consist of Callable
Class[es] [A] [A1] [and A2] and related Call Class[es] [B] [B1] [and B2, respectively], as
described in the disclosure document for the Trust (the “Offering Circular”). [This] [These]
pair[s][, each consisting of a Callable Class and a Call Class,] will [each] represent the entire
beneficial interest in a separate pool consisting of [either] [Trust MBS] [or] [[a] previously
issued Ginnie Mae certificate[s]] ([together,] the “Contributing Assets”), [in each case] with the
characteristics shown in [the Offering Circular] [or] [the disclosure document for Ginnie Mae
REMIC Trust 20[ ]-[ ] [, as applicable]]. [The] [Each] Call Class will have the terms shown in
the Offering Circular.
We are the Sponsor of the Trust. In connection therewith, we have made
determinations of the current market value of the Contributing Assets. Taking into account,
among other things, (i) the determination of the current market value of the Contributing Assets,
and (ii) the terms of the Call Class[es], we believe that there are various economically reasonable
circumstances under which the right of [the] [each] Call Class to call the [related] Contributing
Assets would not at any time be exercised.
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to them in the Trust Agreement, dated as of _____, 20__, by and between the Sponsor
and the Trustee.

V-4-46

We make this representation with the understanding that [INSERT TRUST
COUNSEL] will rely on it in rendering its opinion with respect to Ginnie Mae Callable Trust 20[
]-C[ ].
Very truly yours,
[SPONSOR]
By:
Its:

By:
Its:

V-4-47

FORM OF SPONSOR AGREEMENT
FOR CALLABLE TRUSTS

V-5-0

SPONSOR AGREEMENT
GINNIE MAE CALLABLE TRUST 20__-__
THIS SPONSOR AG REEMENT is entered into as of ___________ __, 20_, by and
between the GOVER NMENT NATIONAL MORTGAGE ASSOCIATION (“Ginnie Mae”) and
___________, a(n) ___________ [corporation] [lim ited liability company] [limited partnership]
(the “Sponsor”) in connection with the issu ance by Ginnie Mae Callable Trust 20__-_C_ of
approximately $__________ aggregate principal amount of Securities.
SECTION 1.

Standard Sponsor Provisions.

The parties acknowledge and agre e that the terms of the Sta ndard Sponsor Provisions for
Callable Trusts, as set forth in the Ginnie Ma e Multiclass Securitie s Guide, January 1, 2014
Edition [, as am ended through ___ _______, 2 0___], are h erein inco rporated by reference and
constitute part of this Sponsor Agreement as if set forth herein in full.
SECTION 2.

Dates.

The Pool Infor mation Date shall be __________ __, 20__; the Pool W ire Date shall be
___________ __, 20__; and the Closing Date shall be ____________ __, 20__. These dates may
not be changed without the written approval of Ginnie Mae.
SECTION 3.

Fees.

Based upon the information regarding the Securities set forth in the Offering Circular, the
Ginnie Mae Guaranty F ee will be $____________ but [will] [ may] increase if the size of th e
transaction increas es. [ Note to Trust Counsel : The Gin nie Mae Gu aranty Fe e shall b e the
greater of (x) the sum of 0.02% of the first $200,000,000 of Original Class Principal Balance of
the related Callable Class (or Classes) and 0.01% of any additional amounts; and (y) $40,000.]**
SECTION 4.

Notices.

Sponsor: _________________________________
_________________________________
_________________________________
_________________________________
Attention: ________________________
Telephone: _______________________
Telecopy: ________________________

 Note to Trust Counsel: “m ay” should be used only if the Guaranty Fee i s calculated using clause (y) and the
Original Class Prin cipal Balan ce is un likely to in crease by an am ount t hat wo uld result in an i ncrease in t he
Guaranty Fee above $40,000.
** The Ginnie Mae Guaranty Fee is subject to change by Ginnie Mae.

V-5-1

Trust Counsel:

_________________________________
_________________________________
_________________________________
_________________________________
Attention: ________________________
Telephone: _______________________
Telecopy: ________________________

Accountants: _________________________________
_________________________________
_________________________________
_________________________________
Attention: ________________________
Telephone: _______________________
Telecopy: ________________________
Trustee: _________________________________
_________________________________
_________________________________
_________________________________
Attention: ________________________
Telephone: _______________________
Telecopy: ________________________
Trustee’s Counsel:

_________________________________
_________________________________
_________________________________
_________________________________
Attention: ________________________
Telephone: _______________________
Telecopy: ________________________

[SECTION 5. Modifications to Standard Sponsor Provisions.
The following m odifications of the Standa
Securities:]

rd Trust Provisions shall apply to the

V-5-2

IN WITNESS WHEREOF, the parties have caused this Sponsor A greement to be
executed and delivered by their duly authorized representatives as of the day and year first above
written.
GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION
By:___________________________________
Its:___________________________________
[SPONSOR], as Sponsor
By:___________________________________
Its:___________________________________

V-5-3

STANDARD SPONSOR PROVISIONS FOR CALLABLE TRUSTS

V-6-0

______________________________________________________________________________

STANDARD SPONSOR PROVISIONS
FOR CALLABLE TRUSTS

______________________________

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
GUARANTEED CALLABLE PASS-THROUGH SECURITIES

____________

January 1, 2014 Edition

______________________________________________________________________________

V-6-1

STANDARD SPONSOR PROVISIONS FOR CALLABLE TRUSTS
THESE ST ANDARD SPONSOR PROVISIONS FOR CALLABLE TRUSTS are to be
incorporated by reference in each
Sponsor Agreem ent entered into by and between the
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION and a Sponsor in connection with
each Callable Series of Ginnie Mae’s Guaranteed Callable Pass-Through Securities.
SECTION 1. Definitions. Capitalized term s used and not otherwise def ined herein
shall have the meanings assigned to them in the Glossary contained in the Ginnie Mae Multiclass
Securities Guide in effect as of the date of the related Sponsor Agreement.
Trust: With respect to a Callable Series, a Ginnie Mae Callable Trust.
Trust Assets: As to any Trust, any Ginnie Mae Platinum Securities, Ginnie Mae MBS
Certificates or Perm itted Underlyin g Certific ates conveyed thereto by, or on behalf of, the
Sponsor on the Closing Date.
Trust Agre ement:
relating to the Trust.

With respect to a Callable Series, the Callable Trust Agreement

SECTION 2. Commitment to Sell a nd Purchase . Subject to satisfaction of the
conditions to Sponsor’s obligations set forth
in these Standard Sponsor Provisions, on the
Closing Date the Sponsor will establish a Tr ust by executing a Trust Agreem ent in for m and
substance s ubstantially sim ilar to the f orm in cluded in th e Ginnie Mae Multiclass Securities
Guide, with only such changes as are necess ary to reflect the Securities Structure or as are
approved by Ginnie Mae. Pursua nt to the Trust Agreem ent, th e Sponsor (or its P articipating
Affiliates) will tran sfer all of Spo nsor’s and the Participating Af filiates’ inte rest in id entified
Trust Assets to the Trust in
consideration of specified S ecurities, representing undivided
beneficial ownership interests in the Trust.
SECTION 3. Commitment to Issue Ginnie Mae Guaranty. Subject to satisfaction of
the conditions to Ginnie Mae’s obligations set forth in the Sponsor Agreement, including these
Standard Sponsor Provisions, Ginnie Mae will guarantee the timely payment of principal of and
interest on each Security (in accordance with its terms) issued by the Trust pursuant to the Trust
Agreement and in the case of a Call Class Security issued pursuant to a Trust Agreement, all
amounts, if any, due thereon on the related Redemption Date, representing principal and interest
as described in the related Offering Circular and Trust Agreement. To effect the Ginnie Mae
Guaranty, on the Closing Date, Ginnie Mae will execute a Guaranty Agreement which will
authorize the Trustee to issue the related Callable Series of Securities entitled to the benefits of
the Ginnie Mae Guaranty. Each Book-Entry Security issued by the Trustee pursuant to the
authority of the Ginnie Mae Guaranty shall be entitled to the benefits of the Ginnie Mae
Guaranty and shall be valid and obligatory for all purposes. In the case of Certificated
Securities, the Guaranty Agreement will authorize the Trustee to authenticate and deliver
certificates representing the Securities, which will contain the Ginnie Mae Guaranty. Only those
Certificated Securities that bear a certificate of authentication, in the form set forth in the Trust
Agreement, manually executed by the Trustee, shall be entitled to the benefits of the Ginnie Mae
Guaranty or be valid or obligatory for any purpose. The certificate of authentication of the

V-6-2

Trustee, wh en m anually executed by the Trustee, shall be conclu
sive eviden ce that th e
Certificated Security h as been duly authenticate d and delivered and that the Holder of that
Security is entitled to the be nefits of the Ginnie Mae Guaranty. Ginnie Mae will have no
obligation to issue the Ginnie Mae Guaranty ex cept upon full satisfaction of all conditions to
closing. The obligations of Ginnie Mae on any S ecurity or pursuant to the related Guaranty
Agreement will terminate upon the retirement of that Security pursuant to the terms of the related
Trust Agreement.
SECTION 4. Representations and Warranties of the Sponsor . The Sponsor hereby
represents and warrants, as of the date of the Sponsor Agreement, as follows:
(a)
The Sponsor and its P articipating Affiliates h ave acquired or by the
Closing Date will acqu ire the Trust Assets in the ordinary course of its business, in good
faith, for value and without notice of any claim against or claim to any of the Trust Assets
on the part of any person.
(b)
Neither the Sponsor n or its Particip ating Affiliates hav e any actu al or
constructive knowledge or notice of any interest in the Trust Assets contrary to the
interest of the Trustee under the Trust Agreement.
(c)
The Sponsor and its Partic ipating Affiliates, as a pplicable, have the full
power, authority and legal right to transfer and convey the Trust Assets to the Trustee and
have the full power, authorit y an d lega l rig ht to exe cute and deliver the Sponsor
Agreement, to engage in the transactions c ontemplated therein and to fully perfor m and
observe the terms and conditions thereof.
(d)
The execution and delivery by the S ponsor of the Sponsor A greement are
within the legal power of, and have been duly authorized by all necessary actions on the
part of, the Sponsor. Neither the execution and delivery of the Sponsor Agreement by the
Sponsor, nor the consummation by the Sponsor of the transactions contem plated in the
Sponsor Agreement, nor com pliance by the Spons or with the provisions thereof, will (i)
conflict with or result in a br each of, or constitute a defaul t under, any of the prov isions
of the certificate of incorporation or bylaws of, or
any law, governm ental rule or
regulation, or any judgm ent, decree or order binding on, the Sponsor, its Participating
Affiliates or its proper ties, or any of the pr ovisions of any indenture, mortgage, dee d of
trust, contract or othe r instrument to which it or its Par ticipating Affiliates are a par ty or
by which they are bound, or (ii) result in the creation or imposition of any lien, charge or
encumbrance upon any of its or its Participa ting Affiliates’ properties pursuant to the
terms of any such indenture, mortgage, deed of trust, contract or other instrument.
(e)
The Sponsor Agreem ent has been duly executed and delivered by the
Sponsor and constitutes a legal, valid and binding agreem ent of the Sponsor, enforceable
in accordan ce with its term s subject, as to enforcem ent of rem edies, to applicable
bankruptcy, reorganization, insolvency or othe r sim ilar laws affecting creditors’ rights
and to general principles of equity.

V-6-3

(f)
No consent, approval, authorization or order of or registration or filing
with, or notice to, any governm ental authority or court is required for the execution,
delivery and performance of, or compliance by the Sponsor with, the Sponsor Agreem ent
or the consummation by the Sponsor of any other transaction contemplated thereby.
(g)
No certificate of an officer of th e Sponsor o r Participating Affiliate,
statement furnished pursuant hereto in writi ng, or report delivered pursuant to the term s
hereof to G innie Mae, any Af filiate or d esignee of Ginnie Mae, or the Trustee by the
Sponsor contains any untrue statem ent of a material fact, or om its a m aterial fact
necessary to m ake the certific ate, statem ent, or report not m isleading in light of the
circumstances under which such certificate, statement or report is given.
(h)
Neither the Sponsor nor any of its Pa rticipating Affiliates h as dealt with
any broker, investm ent banker, or agent or other person that m
ay be entitled to any
commission or com pensation in con nection with the sale of Trust Asse ts to the T rust, or
any such commission or compensation has been paid in full.
(i)
There is no litigation pe nding or, to the Sponsor’s knowledge, threatened
against the Sponsor or any of its Participating Affiliates that cou
ld reasonab ly be
expected to affect adversely the transfer of the Trust Assets, the issuance of the Securities
or the execution, deliv ery, perform ance or enforceability of the Sponsor Agreem ent,
including the Sponsor’s performance under any indemnification provisions.
(j)
At the time of the issuance of the Securities, the Trust Assets will be assets
of the Trust and not assets of the Sponsor or any other person.
(k)
Immediately prior to the tr ansfer of Trust Assets to the T rust, the Sponsor
or its Participating Affiliates will be the sole owners o
f, and will have good and
marketable title to, the T rust Assets, subject to n o prior lien, mortgage, security interest,
pledge, charge or other encu mbrance or any such encum brance will be discharged, and
on the Closing Date, all ri ght, title and interest in the Trus t Assets sha ll be transferred to
the Trust and the Trus t Assets shall be duly an d validly delivered to th e Trust, tog ether
with any other docum ents or certificates re quired by the Sponsor Agreem ent. Following
the transfer of Trust Assets to the Trust, the Trust will ow n such Trust Assets, f ree and
clear of any lien, mortgage, security interest, pledge, charge or other encumbrance.
(l)
The transfer, ass ignment and con veyance of the T rust Assets by the
Sponsor and its Participating Affiliates pur suant to the S ponsor Agreem ent are not
subject to bulk transfer laws or any similar statutory provisions in effect in any applicable
jurisdiction.
(m)
The Trust Assets are of the type a
identified in the Offering Circular.

nd with the paym ent characteristics

(n)
The Trust Assets consist of Ginnie Mae Platinum Certificates, Ginnie Mae
MBS Certificates or Permitted Underlying Certificates.

V-6-4

(o)
As of the date of issuance of the S ecurities, none of the Mortgage Loans
underlying any of the Trust Assets are in default.
(p)
The consid eration received by each
of the Sponsor and any of its
Participating Affiliates u pon the tran sfer of the Trust Assets under the Trust Agreement
constitutes f air cons ideration and reasonably equivalent
value for the Trust Assets
transferred by it.
(q)
The Sponsor is solvent, and the tran sfer of the T rust Assets will not cause
the Sponsor or any of its Particip ating Affiliates to becom e insolvent; th e transfer of the
Trust Assets is not undertaken with the inte nt to hinder, delay or defraud any of the
creditors of the Sponsor or its Participating Affiliates.
(r)
The Sponsor relinquish es and will ca use its Participating Affiliates to
relinquish all rights to possess, control and m onitor the Trus t Assets transferred to the
Trust except such rights as any may have as a Holder of the related Securities.
(s)
The description of the plan for dist ribution of the Securities contained
under the heading “Plan of Distri bution” in the Offering Circular related to the Securities
does not contain any untrue stat ement of a m aterial fact or omit to s tate a m aterial fact
required to be stated therein or necessary in or der to m ake the statem ents contained
therein, in light of the circumstances under which they are made, not misleading.
(t)
The Sponsor has delivered to Ginnie M ae financial statem ents (including
the notes attached thereto) of the S ponsor for its two m ost recen tly co mpleted fiscal
years, certified by independent certified public accountan ts. Such financial statements
have been prepared in accord ance with generally accepted acco unting prin ciples
consistently applied. These f inancial sta tements f airly ref lect the f inancial cond ition of
the Sponsor and the results of its operations as of the dates and for the periods presented.
Since the d ates of such statem ents, no m aterially advers e changes in the finan cial
condition, business or operations of the Sponsor have occurred that could reasonably be
expected to affect adversely the transfer of the Trust Assets, the issuance of the Securities
or the execution, deliv ery, perform ance or enforceability of the Sponsor Agreem ent,
including the Sponsor’s performance under any indemnification provisions.
(u)
Structure.

The Offering Circular includes an accura te d escription of the Securitie s

(v)
Assuming the full and tim ely paym ent of pri ncipal and interest on the
Trust Assets (as tho se Trust Assets are id entified in the Offering Circular), paym ents on
those assum ed Trust Assets in all possible pr epayment scenarios will be adequate to
make full and tim ely payments of principal an d interest on the Callab le Class Sec urities
in accordance with the term s of the Securities as described in the Offering Circular and
will pay in full each Callable Clas s Securities by its Final Distribution Date rega rdless of
the rate of prepayment of the Mortgage Loans ultimately underlying those assumed Trust
Assets.

V-6-5

(w)
Assuming the full and tim ely paym ent of pri ncipal and interest on the
Trust Assets, paym ents on the Trust Assets in all possible prepaym ent scenarios will be
adequate to make full and timely payments of principal and interest on the Callable Class
Securities in accordance with the terms of the Tr ust Agreement and will pay in full each
Class of Callable Class Securities by its F inal Distribution Date r egardless of the rate of
prepayment of the Mortgage Loans ultimately underlying the Trust Assets.
(x)

The Sponsor has obtained CUSIP Numbers for each Class of Securities.

(y)
The Sponsor has been duly incorpor
ated, organized or form ed, as
applicable, and is validly ex isting as a corporation, lim ited liability company or lim ited
partnership, as applicable, in good standi ng under the laws of th e jurisdicti on of its
incorporation, organization or formation, as applicable.
SECTION 5. Covenants of the Sponsor. Subject to the conditions set forth in Section
8, the Sponsor hereby covenants and agrees as follows:
(a)
The Sponsor shall create, no later th an the Pool Inform ation Date, the
Final Data Statement, a final version of which will be attached to the Trust Agreement.
(b)
The Sponsor shall provide, in substantially the form attached as Exhibit 2,
a list showing the W eighted Average Lives (bas ed on the Tr ust Assets tr ansferred to the
Trust) for all Callab le Class Securities at each p repayment speed (other than 0% PSA or
CPR) shown in the W eighted Average Lives tables in th e Term s Sheet to the Of fering
Circular and com paring such W eighted Average Lives to th ose shown in the Offering
Circular, showing both the differences and the percentage differences at each speed. For
this purpose, the W eighted Average Lives and the p ercentage d ifferences shou ld be
rounded to the nearest two decim al places. W eighted Average Lives sh all be calcu lated
based on the attributes of the Ginnie Mae Certificates underlying the Trust Assets.
(c)
On the Pool W ire Date, the Spo nsor shall transfer (or cause to be
transferred) the Trust Assets to the Trustee Limited Purpose Account, where they will be
held on behalf of the Sponsor and its Particip ating Affiliates, as applicable, until closing.
The Sponsor and its Participating Affiliates, as applicable, s hall release the Trust As sets
to the Trustee on the Closing Date.
(d)
On the Closing Date, the Sponsor sh
all transfer to a special purpose
account of the Trustee sufficient funds to pay the Ginnie Mae Guaranty Fee and the fees
and expenses of any Participant who is to be paid from the proceeds of the transaction.
(e)
The Sponsor shall use its best efforts to satisfy each of the conditions to
Ginnie Mae’s obligations under the Sponsor Agreement.
(f)
The Sponsor shall provide or cause to be provided or shall make available
in electronic form a copy of the Offering
Circular to each and every Perso n who
purchases or otherwise acquires a Security from the Sponsor (inc luding any underwriter
of the Securities) prior to or simultaneously with the confirmation of sale of such Security
to such Per son and sh all com ply with the gu idelines issue d f rom tim e to tim e by The
V-6-6

Securities Industry and Financ ial Markets Associa tion relating to th e distribution by
“Government Sponsored Enterprises” of offe ring m aterials related to securities exem pt
from registration under the Securities Act of 1933 (the “GSE Guidelines”) and shall
comply with any applicable federal or state la ws relating to the distribution, offer or sale
of any Security. In connection with its compliance with the GSE Guidelines, the Sponsor
shall amend its m aster agreement with each of its dealers in a letter subs tantially in the
form attached as Exhibit 1.
(g)
No Call Class Security shall be of fered, sold or otherwise transferred by
the Sponsor (or any other underwriter of any su ch Call Class Secur ity) to any investor,
unless such investor is an institutional “accredited investor,” as defined in Rule 501(a)(1),
(2), (3) or (7) of Regulation D of th
e Securities Act of 1933, as am
ended (an
“Institutional Accred ited Investo r”), that ha s substantial experience in mortgage-backed
securities and is capable of understanding and is able to be ar the risks associated with an
investment in a Call C lass Security. In addition, the Sponsor shall inform all other
broker/dealers to whom it has agreed to sell a Call Class Security at the Closing Date that
such Call Class Se curity is no t in tended to b e distributed to any in vestor other than an
Institutional Accredited Investor.
(h)
The inf ormation conc erning the T rust Assets to be includ ed in the Fina l
Data Statement, including, but not by way of limitation, the outstanding principal balance
of each Trust Asset as of the Closing Date a nd the Certificate Rate of each Trust Asset,
will be true and correct in all material respects as of the Closing Date.
(i)
The Sponsor shall transfer or cause to be transferred to the Trust, Trust
Assets with the characteristics identified in the Offering Circular. The Weighted Average
Lives of the Trust Assets shall be calculat ed based on the attributes of the Ginnie Mae
Certificates underlying such Tr ust Assets. If the characte ristics of the Trust Assets
transferred to the Trus t ar e su ch that there is a m aterial change in the investm ent
characteristics of any Cl ass (including without limitation the projected yields of a Class)
as described in the Offering Circular or if
th ere is a 10 % or greater change in the
projected Weighted Average Life of any Callable Class Security, or in the case of a shortduration Callable C lass Security (a Callabl e Class Security having a Weighted Averag e
Life of two years or le ss) if there is a dif ference of three or more m onths in the projected
Weighted Average Life, at the pricing prepayment speed, the Sponsor shall
(1)
deliver or cause to be deliv ered to Ginnie M ae and th e
Financial Advisor, for posting on e- Access, a S upplemental Statement, in
substantially the form a ttached as Exhibit 3 and, if applicable, with all
numbers th erein round ed to the n earest two decim al places, of th e
Weighted Average L ives of the app licable Callable Class S ecurity bas ed
upon the Trust Assets actually include d in the Trust to the W eighted
Average Lives for su ch Callab le Cl ass Securities at each of th
e
prepayment speeds (other than 0% PSA or CPR) included in the Weighted
Average Lives table in the Terms Sheet to the related Offering Circular,

V-6-7

(2)
deliver or cause to be deliver ed to the Financial Advisor
promptly after the closing an electronic file of the Supplemental Statement
described in Section 5(i)(1) hereof, and
(3)
notify each person with whom the Sponsor has entered into
an agreement for the purchase of any Securities of any applicable Class (a
“Purchaser”) of the variance and c onfirm to Ginnie Ma e, in a lette r
substantially in the f orm attached as Exhibit 4, that either (A) the
Purchaser’s decision to purchase the S ecurities of an applicable Class was
not affected by the variance or (B) the terms of the sale to the Purch aser
were revised to the Purchaser’s satisfaction.
(j)
In connection with any sale of a Security to a cu stomer, the Sponsor shall
have reasonable grounds for believing that
the proposed investm ent is suitable, i n
accordance with the NASD Conduct Rules, for such customer.
(k)
The Sponsor shall deliver a list showing the initial offering price to the
public at which the first subs tantial am ount of Securities o f each Class will have b een
sold, assuming that preliminary indications of interest are confirmed upon delivery of the
Offering Circular and th at such sales are consu mmated, or an estim ate of the sales price
to Trust Counsel and the Tax Adm inistrator on or before the Closing Date. W ithin ten
Business Days after the Closing Date, the S ponsor shall provide the T ax Administrator
with any addition al inf ormation concerning th e Securities that the T ax Adm inistrator
reasonably may require.
(l)
The Sponsor shall deliver or cause to
be delivered to the Inform ation
Agent, no later than th e Pool Inf ormation Date, inform ation regarding any Permitted
Underlying Certif icates that are held in
the Trust as the Inf ormation Agent m ay
reasonably require. W ith respect to any Unde rlying Certificate with an I ssue Date p rior
to the Closing Date, the Sponsor shall deliver or cau se to be delivered to the Information
Agent, no later than the Pool Inform ation Date, one copy of the related Underlying
Certificate Disclosure Document.
(m)
To the extent that the Trustee’s Receipt and Safekeeping Agreem ent refers
to an Interm ediary Bank, the Sponsor acknow ledges the agreem ents of the Sponsor set
forth in th e Trustee’s R eceipt and S afekeeping Agreement relating to th e issuance of the
Securities and agrees to be bound thereby to the sam e extent as though such agreem ents
were set forth in full in the Sponsor Agreement.
SECTION 6. Representations and Warranties of Ginnie Mae . Ginnie Mae hereby
represents and warrants to the Sponsor as follows:
(a)
Ginnie Mae is a wholly-owned corpor ate ins trumentality of the United
States within the Department of Housing and Urban Development.
(b)
Pursuant to Section 308 of the Na tional Housing Act, 12 U.S.C. § 1723,
the Secretary of HUD h as adopted the bylaws of Ginnie Mae. The bylaws provide that
the President, each Vice Presid ent and each Assistant Vice Presiden t of Ginnie Mae are
V-6-8

severally expressly empowered in the name of Ginnie Mae to sign all contracts and other
documents, instruments, and writing s that ar e required to be executed b y Ginnie Mae in
the conduct of its business and affairs.
(c)
Ginnie Mae has the power and authority to make, execute, deliver and
perform the Sponsor Agreem ent and all the transactions contemplated hereby, including,
but not limited to, the authority to guarantee th e timely payment of principal and inter est
on the Securities in accordan ce with the Sponsor Agreem ent. Ginnie Mae has taken all
necessary action to authorize its execution, delivery and perform ance of the Sponsor
Agreement. The Sponsor Agreem ent constitutes the legal, valid and binding obligation
of Ginnie Mae enforceable in accordance with its terms.
(d)
The Ginnie Mae Multiclass Secu rities Gu ide contains an opinion of the
General Counsel to HUD to the effect that Ginnie Mae has the authority to guarantee
multiclass s ecurities an d that such guaranties will re present gener al o bligations o f the
United States backed by the full faith and cr edit of the United States. The Sponsor, the
Trustee, the Trust, the Trust Counsel, the Legal Advisor and Holders of the Securities are
entitled to rely on that opinion.
(e)
The execution, delivery and perform ance of the Sponsor Agreem ent by
Ginnie Mae do not violate any
provision of any existing fe deral law, regulation or
executive order applicable to Ginnie Mae or any or der or decree of any court, or any
mortgage, indenture, contract or other agr eement to which Ginnie M ae is a party or by
which it or any significant portion of its properties is bound.
(f)
All paym ent obligations of Ginnie Mae under the Sponsor Agreem ent,
including s pecifically the Ginnie Mae Guarant y, are obligations of the United States
backed by the full faith and credit of the United States.
SECTION 7. Conditions to Obligation of Ginnie Mae. The obligation of Ginnie Mae
hereunder to guarantee the Securities is subject to the following conditions:
(a)
All of the representations and wa
rranties of the S ponsor under this
Sponsor Agreement shall be accu rate as of th e Closing Date, and th e Sponsor shall have
complied with all of its covenants and obligations under this Sponsor Agreement as of the
Closing Date.
(b)
Ginnie Mae, its Legal Advisor or a nother authorized agent shall have
received the following documents (collectively, the “Closing Docum ents”) in such f orms
as are agreed upon and acceptable to Ginnie Mae, duly executed and delivered b y all
signatories thereto:
(1)
The Trust Agreem ent, substantially in th e form included in
the Ginnie Mae Multiclass Guide, with only su ch changes to the for m as
have been approved by Ginnie Mae.
(2)
Ginnie Mae.

An Offering Circular, in for m and substance acceptab le to

V-6-9

(3)
Opinions of Trust Counsel,
substantially in the for m
included in the Ginnie Mae Multic lass Guide, with only such changes as
have been approved by Ginnie Mae and the Sponsor.
(4)
An opinion of counsel to the Trustee, substantially in the
form included in the Ginnie Mae
Multic lass Guide, with only suc h
changes as have been approved by Ginnie Mae and the Sponsor.
(5)
A letter from the Accountants , dated the date of the
Offering Circular, confirm ing the accur acy of th e num erical inform ation
related to th e Trust Ass ets and the numerical inf ormation rela ted to th e
Securities contained in the Offering Ci rcular, substantia lly in the f orm
included in Part V of the Ginnie M ae Multiclass Guide and otherwise in
form and substance satisfactory to Ginnie Mae and the Sponsor.
(6)
A letter from the Accountants , dated the Closing Date, (i)
confirming the information in the list delivered by the Sponsor pursuant to
paragraph (b) of Section 5 hereof
and (ii) confirm ing the num erical
information in the Final Data Statement, substantially in the form included
in Part V of the Ginnie Mae Multicla ss Guide and otherwise in form and
substance satisfactory to Ginnie Mae and the Sponsor.
(7)
A certificate from the Trustee, subs tantially in o ne of the
forms of the Trustee’s Receipt and Safekeeping Agreem ent for Callab le
Trusts included in P
art V of
the Ginnie Mae Multic lass Guide,
acknowledging acceptance of the Trust Assets on behalf of the Trust.
(8)
Written ins tructions, in the f orm of the Clos ing Flow of
Funds Letter in Part V of the Ginn ie Mae Multiclass Guide, from the
Sponsor to the Trustee regarding amounts to be remitted to Ginnie Mae in
payment of the Ginn ie Mae Guaran ty Fee and am ounts to be rem itted in
payment of fees to the F inancial Advisor and any Participant who is to be
paid from the proceeds of the transaction.
(c)
The transaction and tran saction documents shall be in form and substance
reasonably acceptable to the Legal Advisor an d the Financial Advisor, and Ginnie Mae
shall have received written advice to that effect.
(d)
There shall be no pending or threatened action, suit or proceeding before
any court or governm ental agency, authority or body involving the Sponsor, the T rust,
Ginnie Mae or any other party to the tran
sactions contem plated hereby, adversely
affecting an y such trans action, or challenging the validity of or seekin g to en join such
transaction.
(e)
Ginnie Mae shall hav e received th e Ginnie Mae Guaranty Fee and an y
Participant who is to be paid from the proceeds of the transaction shall have been paid.

V-6-10

(f)
The Sponsor shall have executed a cert ification and agreement relating to
the absence of fraud on the part of the Sponsor as requested by Ginnie Mae.
(g)
Following the execution of this Sponsor Agreem ent, (i) nothing shall have
occurred or first come to Ginnie Mae’s knowledge that has caused Ginnie Mae, in its sole
discretion, to determ ine that completion of the transaction would je opardize the integrity
of, or otherwise m aterially and ad versely affect, the Ginn ie Mae Mu lticlass Secu rities
Program and (ii) no P articipant s hall have b een susp ended from participa tion in the
Ginnie Mae Multiclass Securities Program.
(h)
fulfilled.

All other term s and conditions of the Sponsor Agreement shall have been

SECTION 8. Conditions to Obligatio n of Sponso r. The obligation of the Sponsor to
perform its obligations under the Sponsor Agreement is subject to the following conditions:
(a)
Receipt by the Sponsor of the Guar anty Agreem ent, subst antially in the
form included in the Ginnie Mae Multiclass Guide, duly executed by Ginnie Mae.
(b)
Receipt of the Closing Docum ents liste d in paragraph (b) of Section 7,
duly executed by the parties thereto.
(c)
The satisfaction of all r ule-making and notice requirem ents related to the
transactions contem plated hereund er that are required to be com pleted prior to the
Closing Date.
(d)
There shall be no pending or threatened action, suit or proceeding before
any court or governm ental agency, authority or body involving the Sponsor, the T rust,
Ginnie Mae or any other party to the tran
sactions contem plated hereby, adversely
affecting an y such trans action, or challenging the validity of or seekin g to en join such
transaction.
(e)
All of the representations and wa
rranties of Ginnie Mae under this
Sponsor Agreement shall be accurate as of the Closing Date.
SECTION 9.

Fees and Deposits.

(a)
On the Closing Date, after receiv ing confirm ation from the Accountants
and the Legal Advisor, Trust Counsel will notify the Trustee that the transaction may
close. The Sponsor shall cause funds for pa yment of the Ginnie Mae Guaranty Fee to be
made available in accordance with the Closing Flow of F unds Instruction Letter such
that, upon notification by Trust Counsel that the transaction m ay close and the Trustee’s
wiring of the Security identif ied in the Closing Flow of Funds Instruction Letter, the
Ginnie Mae Guaranty F ee will b e released to the Truste e and submitted to Ginnie Mae
via pay.gov.
(b)
The Sponsor shall pay (i) the fees a nd expenses of the Trust Counsel and
the Accountants and (ii) the expense of printi ng the Offering Circular for the transaction,
V-6-11

and neither Ginnie Mae nor the Trustee shall have any respon sibility for paying any such
fee or expense.
SECTION 10. Indemnification.
(a)
In the ev ent that Ginn ie Mae m ust m ake any paym ent pursuant to the
Ginnie Mae Guaranty as a result of the Sponso r’s breach of any of its representations,
warranties, covenants or obligations set fort h herein or in the Trust Agreem ent, the
Sponsor shall prom ptly reim burse Ginnie Mae for any pa yments m ade, together with
interest the reon f or the period f rom the date of such Gin nie Ma e G uaranty pay ment
through the date of reim bursement at a rate eq ual to the rate of interest on three-month
United States Treasury securities as of the date of that Ginnie Mae Guaranty payment.
(b)
In the event that the S ponsor breach es its representations, warranties,
covenants or obligations set forth herein or in the Trust Agreem ent, the Sponsor shall
indemnify and hold harmless Ginnie Mae from and against any loss, dam ages, penalties,
fines, forfeiture, legal fees and related cost s, judgm ents, and other costs and expenses
resulting from any claim, de mand, defens e or assertion based on or grounded upon, or
resulting from , such breach. Promptly af ter rece ipt by Ginnie Ma e of notice of the
commencement of any such action, Ginnie Mae will, if a claim in respect thereof is to be
made against the Sponsor, notify the Sponsor in writing of the comm encement thereof,
but the om ission to so notify the Sponsor will not relieve the Spons or from any liability
hereunder unless such om ission materially prejudices the rights of the Sponsor. In case
any such action is brought against Ginnie M ae, and Ginnie Mae notifies the Sponsor of
the comm encement thereof , the Sponsor will be entitled to partic ipate there in, and to
assume the defense thereof, with co unsel satisfactory to Ginnie Mae, and after notice
from the Sponsor to Ginnie Mae of its electi on so to assum e the defense thereof, the
Sponsor will not be liable to Ginnie Mae
under this Section for any legal or other
expenses subsequently incurred by Ginnie Ma e in connection with the defense thereof
other than reasonable costs of investigation.
(c)
If an indemnification paym ent is ma de by the Sponsor to Ginnie Mae as
the result o f a breach by the Spo nsor of its repres entation m ade in parag raph (v) of
Section 4, Ginnie Mae will reim burse the Spons or up to the am ount of the paym ent and
interest ther eon at the a pplicable Certif icate Ra te, as and o nly to the e xtent th at Ginnie
Mae is entitled to distributions from the Trust as a result of a payment on the Ginnie Mae
Guaranty o ccasioned by the breach of the representation included in paragraph (v) of
Section 4.
SECTION 11. Notices. All dem
ands, notices, a pprovals and communications
hereunder shall be in writing and shall be deemed to have been duly given if personally delivered
to or m ailed by registered m ail, postage prepaid, or transmitted by any standard form of written
telecommunications and confirmed by a similar mailed writing, as follows:
(a)

If to Ginnie Mae:
Government National Mortgage Association

V-6-12

550 12th Street, SW, Third Floor
Washington, D.C. 20024
Attention: Senior Vice President, Capital Markets Division
Telephone: (202) 475-4926
Facsimile: (202) 485-0220
With copies to:
Department of Housing and Urban Development
Office of General Counsel
Room 9254
550 12th Street, SW, Third Floor
Washington, D.C. 20024
Attention: Assistant General Counsel Ginnie Mae/Finance
Telephone: (202) 708-3260
Facsimile: (202) 708-8776
and the Legal Advisor as of the date of the de
approval or communication.

mand, notice,

(b)
If to the Sponsor or any other Participant, to the address indicated in the
Sponsor Agreement.
Any party m ay alter the address to which comm unications or copies are to be sent by
giving notice of such change of a ddress in conformity with the pr ovisions of this Section for the
giving of notice.
SECTION 12. Severability of Provisions . Any part, provisi on, representation or
warranty of the Sponsor Agreem ent that is prohib ited or that is held to be void or unenforceable
shall be ineffective to th e extent of such pr ohibition or unenforceability without inv alidating the
remaining parts, provisions,
representations or warranties
hereof. Any part, provision,
representation or warranty of the Sponsor Agreem ent that is prohibited or unenforceable or is
held to be void or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the ex tent of such pro hibition o r unenforceab ility withou t inva lidating the rem aining parts,
provisions, representations or warran ties hereof, and any suc h prohibition or unenforceability in
any jur isdiction sha ll n ot inva lidate or rend er unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of
law that prohibits or renders void or unenforceable any provision hereof.
SECTION 13. GOVERNING L AW. THE SPO NSOR AG REEMENT AND TH E
RIGHTS AND OBLIGATIONS OF GINNIE MAE AND THE S PONSOR UNDER THE
SPONSOR AGREE MENT S HALL BE GOVERNED B Y AND CONSTRUE D IN
ACCORDANCE WIT H THE L AWS OF THE
UNITED ST ATES OF AMERICA.
INSOFAR AS THE RE MAY B E NO APP LICABLE LAW OF THE UNI TED S TATES,
THE INTERNAL LAWS OF THE STATE
OF NEW YORK (WITHOUT GIVING
REGARD TO CONFLICTS OF LAWS PR INCIPLES OTHER THAN SECTIONS 5-1401
AND 5-140 2 OF THE NEW YORK GENE
RAL OB LIGATIONS LAW) S HALL B E

V-6-13

DEEMED REFLECTIVE OF TH E LAW S OF THE UNITED STATES OF AMERICA,
INSOFAR AS TO DO SO WOULD NOT FRUS TRATE THE PURPOS ES OF ANY
PROVISION OF THE SPONSOR AGREEMENT OR THE TRANS
ACTIONS
GOVERNED THEREBY.
SECTION 14. Survival. Each party agrees that its
representations, warranties and
covenants herein, and in any certif icate or other instrum ent deliver ed pursuant hereto, shall be
deemed to be relied upon by the other party, not withstanding any in vestigation heretof ore o r
hereafter made by the other part y or on the other party’s behalf , and that the rep resentations,
warranties and covenants made herein or in any su ch certificate or other instrument shall survive
the Closing Date.
SECTION 15. Miscellaneous.
(a)
The Sponsor Agreem ent m ay be executed in two or m ore counterparts,
each of whi ch when so executed and delivered shall be an original, and all of which
together shall constitute one and the sam e instrum ent. The Sponsor Agreem ent shall
inure to the benefit of a nd be binding upon the parties
thereto and their respective
successors and assigns.
(b)
Any person into which the Sponsor m ay be merged or consolidated or any
person resulting from a m erger or consolid ation involving the Sponsor or any person
succeeding to the business of the Sponsor sh
all be con sidered the successo r of the
Sponsor under the Sponsor Agreem ent, without the further act or consent of either party.
The Sponsor Agreem ent cannot be assign ed, pledged or hypoth ecated by any party
without the written consent of the other party to the Sponsor Agreement.
(c)
The Sponsor Agreem
ent supersedes all prior agreem
ents and
understandings relating to the subject matter thereof. Neither the Sponsor Agreement nor
any term thereof m ay be changed, waived, disc harged or term inated orally, but only by
an instrum ent in writing signed by the party against whom enforce ment of the change,
waiver, discharge or term ination is sought. The headings in the Sponsor Agreem ent and
these Standard Sponsor Provisions are for pur poses of reference only and shall not lim it
or otherwise affect the meaning thereof.
SECTION 16. Request for Opinion. The Sponsor hereby requ ests and authorizes the
Trust Counsel to issue such lega l opinions to Ginnie Mae, the Tr ust, the Trustee, the Financial
Advisor or the Legal Advisor as may be required by any and all docum
ents, certificates or
agreements executed in connection with the Sponsor Agreement.

V-6-14

Exhibit 1
[Sponsor’s Letterhead]
_________ __, 20__
[Dealer Name]
[Dealer Address]
Dear Dealer:
Our records show that your firm has previ ously executed a Master Agreem ent with us
concerning the distribution of securities issued by the Federal Home Loan Mortgage Corporation
(“Freddie Mac”) or the Federal National Mo
rtgage Association (“Fannie Mae”). T
his
Agreement requires compliance with the guidelines on Delivery of Offering Materials relating to
Securities of Government-Sponsored Enterprises (“GSE Guidelines”).
[Name of Sponsor] recently has entered into agreements with the Governm ent National
Mortgage Association (“Ginnie Mae”) to distribu te securities guarantee d by Ginnie Mae. As a
result of ce rtification r equested in these ag reements, we would like to am end our Master
Agreement with you to include “Ginnie Mae” in the definition of the term “issuer”.
This letter will s erve as the required amendment. By your signature below, you agree to
comply with the GSE Guideline s with respec t to securities guaranteed by Ginnie Mae. Please
have an authorized person sign both copies of this letter in the spaces indicated below and return
one letter to me in the enclosed envelope. Retain the other executed letter for your files.
Thank you for your prompt attention to this matter.
Sincerely,
___________________________________
(Sponsor Name)
By:________________________________

V-6-15

Seen and Agreed:
___________________________________
(Firm Name)
By:________________________________
(Authorized Signatory)
___________________________________
(Printed Name of Signatory)
___________________________________
(Title)

V-6-16

Exhibit 2

Classes

PRICING
WAL

____% [PSA][CPR]
CLOSING ABSOLUT E PERCENT
WAL
DIFF D
IFF

____% [PSA][CPR]
PRICING CLOSING
ABSOLUTE PERCENT
WAL
WAL
DIFF D
IFF

Classes

PRICING
WAL

____% [PSA][CPR]
CLOSING ABSOLUT E PERCENT
WAL
DIFF D
IFF

____% [PSA][CPR]
PRICING CLOSING
ABSOLUTE PERCENT
WAL
WAL
DIFF D
IFF

Classes

PRICING
WAL

____% [PSA][CPR]
CLOSING ABSOLUT E PERCENT
WAL
DIFF D
IFF

____% [PSA][CPR]
PRICING CLOSING
ABSOLUTE PERCENT
WAL
WAL
DIFF D
IFF

V-6-17

Exhibit 3
Government National Mortgage Association
Supplemental Statement
Guaranteed Callable Pass-Through Securities,
Ginnie Mae Callable Trust 20___-C__
Reference is made to the Offering Circ ular, dated _______ __, 20__, for the Ginnie Mae
Callable Trust 20__-_C_ (the “O ffering Circular”) . Capitalized term s used herein and not
otherwise defined herein shall have the respec tive m eanings assigned to them in the Offering
Circular.
[NOTE T O TRUS T COUNS EL: TH E INFORM ATION B ELOW IS FOR
SUPPLEMENTAL S TATEMENTS REGARDI NG CERT AIN WAL VARIANCES.
SUPPLEMENTAL STATEMENTS AR
E REQUIRED IF
THE ACTUAL
CHARACTERISTICS OF THE TRUST ASSE TS ARE SUCH THAT THERE IS A
MATERIAL CHANGE IN THE INVES TMENT CHARACTERISTICS OF ANY CLASS
AS DES CRIBED IN THE
APPLICABLE OFFERI NG CIRCULAR. IF YOUR
SUPPLEMENTAL STATEMENT IS UNRELATED TO WAL VARIANCES, YOU WILL
NEED TO DRAF T DISCLOS URE B ELOW RELATING TO THE INVESTM ENT
CHARACTERISTICS THAT MATE RIALLY CHANGED FROM WHAT IS
DESCRIBED IN THE RELATED OFFERING CIRCULAR.]
Special Disclosure — Weighted Average Lives
For the Class[es] listed below, the projected Weighted Average Lives, based on the actual
Trust Asset[ s] deliver ed on the Clo sing Date (t he “Closing W ALs”), differ as shown from the
projected W eighted Average L ives of such Class[es] as set forth in th e Offering Circu lar (th e
“Pricing WALs”). The Class[es] listed below [are] [is] the only Class[es] [for which the Closing
WAL differs from the Pricing W AL by 10% or m ore] [ and] [ , or if] the Pricing W AL is tw o
years or less [,] [and] the Closing WAL differs from the Pricing WAL by three or more m onths]
at the pricing prepayment speed of ___%. All numbers have been rounded to the nearest tenth of
a decimal point.
___% [PSA] [CPR] PREPAYMENT ASSUMPTION
Class

Pricing
WAL

Closing
WAL

Difference

Percentage
Difference
%
%

V-6-18

___% [PSA] [CPR] PREPAYMENT ASSUMPTION
Class

Pricing
WAL

Closing
WAL

Difference

Percentage
Difference
%
%

___% [PSA] [CPR] PREPAYMENT ASSUMPTION
Class

Pricing
WAL

Closing
WAL

Difference

Percentage
Difference
%
%

___% [PSA] [CPR] PREPAYMENT ASSUMPTION
Class

Pricing
WAL

Closing
WAL

Difference

Percentage
Difference
%
%

___% [PSA] [CPR] PREPAYMENT ASSUMPTION
Class

Pricing
WAL

Closing
WAL

Difference

Percentage
Difference
%
%

___% [PSA] [CPR] PREPAYMENT ASSUMPTION
Class

Pricing
WAL

Closing
WAL

Difference

Percentage
Difference
%
%

Supplemental Statement dated _______ __, 20__

V-6-19

Exhibit 4
____________ __, 20__

Government National Mortgage Association
550 Twelfth Street, S.W., Third Floor
Washington, D.C. 20024
Re:

Ginnie Mae Guaranteed Callable Pass-Through
Securities, Ginnie Mae Callable Trust 20 -C_

Ladies and Gentlemen:
We confirm that we hav e informed or will inf orm the purchasers from us of the Class __
[and Class __] Securities that, on the basis of the actual Trust Assets constituting the Trust at the
time of pool form ation, the projected W eighted Average Lives of the Class __ [and Class __]
Securities at ____% [PSA] [CPR] would be _____ years rather than ____ years as set forth in the
Offering Circular dated _______________ __, 20__. We also have informed or will inform such
purchasers that a Supplem ental Statement comparing the projected W eighted Average Lives for
such Class[es] at all percentage s of [PSA] [CPR] shown in the O ffering Circular will be posted
to e-Access. Capita lized terms used and not o therwise defined herein shall have the m eanings
assigned to them in the Ginnie Mae Multiclass Securities Guide, January 1, 2014 Edition.
[The person s at each of the purchas ers with whom we ordinarily nego tiate trades h ave
each informed us that either (A) the purchaser’s decision to purchase the Class __ [and Class __]
Securities has not been affected by the projected W eighted Average Liv es, based on the actu al
Trust Assets, as set forth above or (B) the terms of the sale to the purchaser have been revised to
the purchaser’s satisf action.] [NOTE TO TRUST COUNS EL: Us e the following bracketed
language when the affected securiti es have not been sold.] [As of today, no part of the Class_
[and Class __] Securities have been sold.] Fo r the initial distribution period, if we buy or sell
any of the Class __ [or Class __] Securities,
we will b e respons ible for disclo sing to ou r
customers the applicable projecte d Weighted Average Life of su ch Class [or Classes], based on
the actual Trust Assets, as set forth above.
We acknowledge that you are agreeing to proceed with the closing of Ginnie Mae 20__-_
upon reliance upon the representations in this certificate.
[SPONSOR]
By: _____________________________________
[Title of Signatory]

V-6-20

FORM OF GINNIE MAE CALLABLE SECURITIES GUARANTY AGREEMENT

V-7-0

GINNIE MAE CALLABLE SECURITIES GUARANTY AGREEMENT
Pursuant to Section 306(g) of the National Housing Ac t, the Governm ent National
Mortgage A ssociation (“Ginnie Mae”) hereby guarantees the tim ely paym ent of principal and
interest on the Ginnie Mae Guaranteed Callable Pass-Through Securities in accordance with their
respective term s as established by the Calla ble Trust Agreem ent, dated as of __________ __,
20__, relating to Ginnie Mae Callable Trust 20__C_ (the “Callable Trust Agreem ent”).
Capitalized term s used but not de fined herein shall have the m eanings assigned to them in the
Callable Trust Agreement.
Ginnie Mae hereby authorizes th e Trustee und er the Callable Trust Agreem ent to issue
the Series 20__-C_ Securities provided for issuance thereunder, each of which Securities shall be
entitled to the benefits of the guaranty set forth below, and, in the case of Certificated Securities,
to authenticate and deliver certificates rep resenting such Securities, with the for m of each such
certificate to include the following guaranty:
GUARANTY: THE GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION, PURSUANT TO SECTION 306(g) OF THE
NATIONAL HOUSING ACT, GUAR ANTEES THE T IMELY
PAYMENT OF P RINCIPAL AND I NTEREST ON THIS
SECURITY IN ACCORDANC E W ITH THE TERM S AND
CONDITIONS SE T FOR TH HER EIN AND I
N THE
CALLABLE TR UST AGRE EMENT. THE FULL FAITH AND
CREDIT OF T HE UNITED STATES OF AMER ICA IS
PLEDGED TO THE P AYMENT OF ALL AMOUNTS THAT
MAY BE REQUIR ED TO BE PAID UNDER
THIS
GUARANTY. THE GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION DOES NOT GUARANTEE THE PAYMENT OF
ANY PREMIUM INCLUDED IN ANY REDEMPTION PRICE.
IN W ITNESS WHEREOF, Ginni e Mae has executed and delive red this Guaranty
Agreement as of the date set forth below.
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
By:________________________________________________
Dated:________________________

V-7-1

FORM OF TRANSACTION INITIATION LETTER FOR CALLABLE SECURITIES

V-8-0

[GINNIE MAE LETTERHEAD]
[Date]
Via Telecopy
[Sponsor]
[Sponsor’s Address]
Transaction Initiation Letter
Ginnie Mae Callable Trust 20[ ]-C[ ]
Ladies and Gentlemen:
In a recent telephone conversation, a representative of __________________ (“Sponsor”)
indicated that the Sponsor in tends to sponsor a Ginnie Mae Callable Trust offering under the
terms of the Ginnie M ae Multiclass Securities Guide (the “Guide”). Capitalized term s used in
this letter have the m eanings as signed to them in the Guide cu rrently in effect. S ponsor has
provided a written description of the preliminary Securities Structure, which is a ttached to this
letter, and answered th e questi ons set forth in the Ginnie M ae Fina ncial Advis or’s Pr icing
Checklist for Sponsor (the “Checklist”), also attached to this letter.
Sponsor will notify Ginnie Mae and its Legal Advisor and Fi nancial Advisor promptly in
writing of any changes to the Secur ities Structure or to ans wers to the questions set forth in the
Checklist a nd will sub mit a f inal Securities S tructure no late r than the date spe cified in th e
Checklist (the “Final Structure Date”). Ginnie M ae reserves the right to approve or reject the
final Securities Structu re. If Ginnie Mae does reject the fina l Securities Structure, Ginnie Mae
will specify the reasons for its rejection in writing.
You are rem inded that Ginnie Mae m ay require that certain Class es be design ated
Increased Minimum Denomination Classes, that such Classes must have high minimum purchase
prices (described in the Guide in “Ginnie Mae Multiclass Securities Program Conventions”) and
that you may offer or sell such Classes only to
institutional investors that have substantial
experience in mortgage-backed securities and that are capable of understanding and able to bear
the risks associated with such an investment.
Based upon its prelim inary evaluation of the pr oposed transaction and its review of the
Checklist, Ginnie Mae has assigned the follo wing designation to th e proposed Ginnie Mae
Callable Trust Securities offering: Series 20[ ]-C[ ].
After a final Securities Structure for the transaction has been established, an Offering
Circular will be printed, and the Sponsor and Ginnie Mae will sign a Sponsor Agreement at the
time of the printing, which will supersede this letter and will constitute a binding contract
between the parties, subject to the terms and conditions therein. If no Sponsor Agreement has
been executed on or before the anticipated date of the Sponsor Agreement (as specified in the
attached Checklist), neither Ginnie Mae nor the Sponsor will have any obligation to proceed with
the contemplated transaction.
V-8-1

Ginnie Mae believ es th at th is letter (toge ther w ith th e attac hments to this le tter) f airly
describes the substance of the pr eliminary discussions with Sponsor . Sponsor is instructed to
confirm Sponsor’s ag reement with the term s of this letter an d its a ttachments by executing this
letter at the space p rovided below and is furth er instructed to retu rn a fully-exe cuted copy to
Ginnie Mae within two days of this date by telecopy to (202) 485-0221.
This letter does not,
however, constitute a legally binding obligation on the part of Sponsor or Ginnie Mae.
Very truly yours,
GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION
By: _________________________________
Its: ________________________________
ACKNOWLEDGED:
[Sponsor]
By: ____________________________________
Name: ____________________________________
Title: ____________________________________
Date: ____________________________________

V-8-2

PRICING CHECKLIST FOR SPONSOR
[See the Pricing Checklist attached to the Form of Transaction Initiation Letter in Part I of this
Multiclass Securities Guide]

V-8-3

FORM OF ACCOUNTANTS’ AGREED-UPON PROCEDURES
REPORT CONCERNING THE OFFERING CIRCULAR FOR CALLABLE
SECURITIES

_________ __, 20__ [insert print date]
[Sponsor]
Government National Mortgage Association
550 12th Street, S.W., Third Floor
Washington, D.C. 20024
Independent Accountants’ Report on
Applying Agreed-Upon Procedures
Ginnie Mae Callable Trust 20__-C_
Ladies and Gentlemen:
We have perform ed the procedures enum erated below, which were agreed to by the address ees,
relating to the recomputation of certain information (which is the responsibility of the Sponsor
and is identified below) included in the Offering Circular dated ______ __, 20__ (the “Circular”)
relating to the offering of $ _____________ aggregate Original Class Principal Balance of Ginnie
Mae Callable Trust 20__ - C__ Gua ranteed Callable Pass-Through Securities (the “Securities”).
This agreed-upon procedures engagem ent wa s conducted in accordance w
ith attestation
standards established by the Am erican Institute of Certified Public Accountants. The sufficiency
of these procedures is solely the responsibility of the addre ssees. Consequently, w e m ake no
representations regarding the su fficiency of the procedures described 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 Circular.
We are independent certified public accountants with respect to Ginnie Mae Callable Trust 20__C_ within the meaning 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 have obtained:
1.

the Circular; and

2.

the attached listing of CUSIP Numbers for each Class of Securities provided to us by
Standard & Poor’s CUSIP Service Bureau (the “CUSIP Listing”).

V-9-1

In addition, using [(i)] the Modeling Assumptions[,][NOTE: clauses (ii) through (iv) are not used
for Underlying Certificates issued simultaneously with the Callable Sec urities: (ii) [a] listing[s]
of Ginnie Mae Certificates (the “File[s]”) underlying the [Group ___ and Group ] Trust
Asset[s] (the “Underlying Ginnie Mae Certificates”) obtained from [e-Access] [Freddie Mac’s
Internet Web-site] [Fannie Mae’s Internet Web-site], (iii) Class Factors relating to each Class
of the Underlying Trust[s] obtained from [e-Access] [Freddie Mac’s Internet Web-site]
[Fannie Mae’s Internet Web-site], (iv) information relating to [each of] the Underlying Ginnie
Mae Certificate[s] shown in or derived from a Ginnie Mae Factor Tape as of [________, 20__]
obtained from NYSE T
echnologies, Inc. (hereinafter referred
to as “NTI”) (th e “Factor Report”) and a
NTI Ginnie Mae W eighted Averag e Tape (the
“Weighted Average Tape”) (u sing the m ost recen t tap e for which such inform ation was
available)] and [(v)] the term s of the Securities set forth in the Circular, we have perfor med the
following procedures with respec t to the inform ation set forth under each of the captions in the
Circular.
Front Cover - Final Distribution Date:
[Using the Final Distribution Date calculation assumptions and methodologies provided to us by
the Sponsor as described in Exhibit I hereto, we recomputed the date on which the Class
Principal Balance of [[the][each] Class of Callable Class Securities] [in Security Group[s] __
[and __]] would be reduced to zero. We compared [each] such date to the Final
Distribution Date for [the [related] Class of Callable Class Securities] [Class [ ]] as sh own in the
table in the Circular and found the m to be in agreement.] [In addition, w e] [We] confirm ed that
the Final Distribution Date for
[the] [each Class of] Callab le Clas s Securities [in Security
Group[s] __ [and __]] has been set equal to the [l atest] Final Distribution Date of the [related]
Underlying Certificate[s].]
Front Cover - CUSIP Number:
For each Class of Securities, we compared the CUSIP Number shown in the table to the CUSIP
Number for such Class shown in the CUSIP Listing and found them to be in agreement.
Pages __ and __ - Decrement Table[s]:
We recom puted for [the][each] Cl ass of Callable Clas s Securities (i) th e percentage of its
Original Class Principal Balance that would remain outstanding following the distributions made
on each of the Distribu tion Dates and at each of the constant percen tages of [PSA] [CPR ]
indicated in the [related] table and (ii) its corresponding W eighted Average Life. We com pared
such recomputed percentages and Weighted Av erage Lives to the corresponding infor mation set
forth in the table[s] and found them to be in agreement.
Pages __ and __ - Weighted Average Life and Yield Table[s]:
Using the assumed purchase price[s] set forth in the yield table[s], we recomputed the pre-tax
yield to maturity (corporate bond equivalent) and Weighted Average Life of [the] [each] Class of
Callable Class Securities at each [constant percentage of PSA] [percentage of CPR] and
Redemption Date shown in the [related] table. We compared such recomputed yields and

V-9-2

Weighted Average L ives to the corresponding info rmation shown in the re lated table and found
them to be in agreement.
[Exhibit A: Underlying Certificate:
[NOTE: the first three sentences
are not used if the Underl
ying Certificates are issued
simultaneously with the Callable Se curities; see the add itional Note be low f or simultaneou sly
issued Underl ying Certi ficates] [U sing t he File[s ], [for each Underlyi ng Certif icate in Trus t
Asset Group[s] [1] [and] [2,] we com pared the [Approxim ate W eighted Average] [Coupon]
[Mortgage Rate] of M ortgage Loans, Approxi mate W eighted Avera ge Rem aining Term to
Maturity of Mortgage L oans and Approximate Weighted Average Loan Age of Mortgage Loans
underlying [the] [each such] Underlying Certificate to the corresponding information shown in or
derived from the Factor Report and the W eighted Average Tape (using the m ost recent tap e for
which such information was available) using th e methodology relating to generic pools set forth
in The Securities Industry and Financial Markets Association’s [(form erly known as The Bond
Market Ass ociation)] Standard Formulas for th e Analysis of Mortgage-Backed Securities an d
Other Related Securities - Chap ter SF Section C (the “S tandard Formulas”), and found them to
be in agreement.] [For [each] [t he] Underlying Certificate [in Trust Asset Group[s] [1] [and 2],]
we com pared the Approxim ate W eighted Aver age [Coupon] [Mortgage Rate[s] of Mortgage
Loans, Approxim ate Weighted Average Rem aining Term to Maturity of Mortgage Loans and
Approximate Weighted Average Loan Age of Mo rtgage Loans to the co rresponding information
set forth in the [related] Underlying Certificat e Disclosure Docum ent and found them to be in
Agreement.] [In addition, [for [each] Underlying Certificate in Trust Asset Group[s] [1] [and 2],]
we com pared the Underlying Certificate Fact or shown in Exhibit A to the corresponding
information obtained from [Freddie Mac’s Internet Web-site] [Fannie Mae’ s Internet W eb-site]
[e-Access] and found them to be i n agreem ent. [For [each] [the] Underl ying Certificate, we]
[We] recalculated the Princip al B alance in th e Trust by determ ining the produ ct of the (i)
Original Principal Balance of Class, (ii) Underl ying Certificate Factor and (iii) P ercentage of
Class in Trust and found such am ount to be in agreement. [Lastly] [In addition], we com pared
the Issue Date, CUSIP Num ber, [Interest Rate,] Interest Type, Final Dist ribution Date, Principal
Type [and] [,] Original Principal Balance of Cl ass[NOTE: include the following additional item s
for Underlying Certificate(s) i ssued simultaneously with the Callable Sec urities: , [ Approximate
Weighted Average] [Mortgage R ate] [Coupon] of Mortgage Loans, Approxim ate W eighted
Average Remaining Term to Maturity of Mortgage Loans and Approxim ate Weighted Average
Loan Age of Mortgage Loans] to the corresponding inform
ation set forth in the [related]
Underlying Certificate Disclosure Document and found them to be in agreem ent. We have not
performed a ny procedures relating to [the Underl ying Certif icate Facto r or] the Percentage of
Class in Trust and make no representations with respect thereto.]
*****
Using th e Modeling A ssumptions and the term s of the S ecurities set forth in the Circular, and
assuming (i) the tim ely paym ent of principal and interest on the Trust Asse t[s] and (ii) that no
expenses are i ncurred, we determined that paym ents on the T rust As set[s] would be adequate
to (a) make full and ti mely payments of principal and interest on [the][each] Cl ass of Callabl e
Class Secu rities an d (b ) reduce th e Class P rincipal B alance of [the][each] C lass of Callable
Class S ecurities to zero by its F inal Distrib ution Da te, in eac h c ase in a ccordance with th e
V-9-3

terms as set fort h in the Cir cular regardless of the rate of prepayments of the Mort gage Loans
underlying the Trust Asset[s] [or the level of [Index]].
*****
It should be understood that
we m ake no representations as to (a) questi ons of legal
interpretation; (b) th e suf ficiency for your purposes of the pro cedures enum erated in the
preceding paragraphs; (c ) the accuracy of the in formation reported in [e -Access] [Freddie Mac’s
Internet W eb-site] [Fanni e Mae’s Internet Web-site], the Factor Report, the W eighted Average
Tapes, the Underlying Certificate Disclosure Docu ment[s] or the CUSIP Listing; or (d) whether
the actual paym ents on the T rust Asset[s] and the Securities will correspond to the paym ents
calculated in acco rdance with th e assum ptions and m ethodologies set forth in the Circular [or
provided to us by the Sponsor as expressly noted herein]. F urther, we have addressed ourselves
solely to the foregoing data as set forth in the Circular and we m ake 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 the above information. Accordingly, we do not express
such an opinion. Had we perform ed additional procedures, other matters might have come to our
attention that would have been reported to you. Furtherm ore, th ere will usually be differences
between the actual pay ments on the Trust Asset[ s] and the Securities as com pared to the
payments calculated in accord ance with the a ssumptions and m ethodologies set forth in th e
Circular and described herein, because ev ents and circu mstances frequently do not o ccur as
expected, and those differences m ay be material. We have no res ponsibility to update this report
for events and circumstances occurring after the date of this report.
This report is sole ly for the inf ormation and us e of the addressees a nd Ginnie Mae’s Financial
Advisor, solely in connection with its work on behalf of Ginnie Mae, in connection with the
offering of t he securities covered by the Circular , and is not intended to be and should not be
used by anyone other than these specified parties. It is not to be used, circulated, quoted or
otherwise referred to for any other purpose, incl uding but not lim ited to the purchase or sale of
the Securities, nor is it to be f iled with or referred to in whole o r in pa rt in the Circular or any
other document, except that reference m ay be made to it in the Sponsor Agreem ent or in any list
of closing documents pertaining to the offering of the Securities.
Yours truly,
[Accountant]

[Note to Accountants: Attach the letter/e-mail from the CUSIP Bureau with the CUSIP Listing]

V-9-4

[Exhibit I
Ginnie Mae Callable Trust 20__-C__
[Note: for Trust MBS]The Spons or has cal culated the Final Distribution Date for
[the][each] Class of Callable Class Securities [in Security Group[s] __ [and __]] by assum ing,
among other things, that each Mortgage Loan underlying the [related] Trust Asset[s], as of _____
1, 20_, [(a)] has a rem aining term to maturity of 180 months[, in the case of the Mortgage Loans
underlying the Group __ Trust Asse ts][and][(b)] has a rem aining terms to m aturity of 360
months and a Mortgage Rate equa l to 1.5% plus the related Certif icate Rate[, in the case of the
Mortgage Loans underlying the Group __ Trust Assets], and that no Mortgage Loan prepayments
occur.]

V-9-5

FORM OF TRUSTEE’S RECEIPT AND SAFEKEEPING AGREEMENT FOR
CALLABLE SECURITIES
TRUSTEE’S RECEIPT AND SAFEKEEPING AGREEMENT
____________ __, 20__ [to be dated Pool Wire Date]
Government National Mortgage Association
550 Twelfth Street, S.W., Third Floor
Washington, D.C. 20024
[Sponsor’s Name] (the “Sponsor”)
[Sponsor’s Address]
Ginnie Mae Callable Trust 20[ ]-C[ ]
Ladies and Gentlemen:
___________________________, as trustee (the “Trustee”) under a trust agreem ent (the
“Trust Agreement”), dated as of _______________ __, 20__, between the Trustee and
______________ (the “Sponsor”), acknowledges receipt of the Trust Assets listed on Schedule
A attached to this letter (the “Trust Assets”). Capitalized terms not otherwise defined herein
shall have the meanings assigned to them in the glossary contained in the Ginnie Mae Multiclass
Securities Guide currently in effect.
The Truste e has re ceived the Trus t Assets th rough the f acilities of th e F ederal Reser ve
Bank of Ne w York (the “Trust Asset Depository”) , whic h has cred ited the Trus t Assets to a
limited purpose account at the Trust Asset Depository.
The Trustee confirm s that it is holding, a
nd at all tim es prior to settlem ent on
_____________________ __, 20__ (the “Closing Date”) will hold, the Trust Assets in one or
more segregated accou nts in the nam e of and solely for the b enefit of [the Sponsor] [the
Sponsor’s Participating Affiliates]. The Trustee has m ade appropriate entries on its books and
records to show that it is so holding the Trust A ssets, and the Trust Assets are not subject to any
right, charge, security interest, lien or claim of any kind in favor of the Trustee or any Person
claiming through it.
All of the Trust Assets [, with the exception of the Class[es] ___ [and ___] Securities to
be issued by Ginnie Mae REMIC Trust[s] _____ [and _____],] described in the attached list and
having an aggregate [current] face value of $________________, are held by the Trustee as the
[Sponsor’s] agent and subject to the [Sponsor’s] further instructions. In the event that there is no
settlement on the Closing Date, the Trustee will release the Trust Assets in accordance with the
instructions of the [Sponsor] [or its Participating Affiliates].

V-10-1

Upon settlement (if any) on the Closing Date, th e Trustee will deliver in accordan ce with
the instructions of the S ponsor the securities represen ting the ownership inte rests in the Ginnie
Mae Callable Trust 20__-C_ , an d the Trustee thereupon will hold the Trust Assets in the nam e
of and solely on behalf of the Ginnie Mae Callable Trust 20___-C__.
* * * * *

V-10-2

Unless otherwise instructed by the Sponsor, if any distributi ons on the Trust Assets are
received by the Trus tee prior to se ttlement on the Closing Date, the Trustee will rem it such
distributions to the Sponsor.
Very Truly Yours,
[TRUSTEE], as Trustee
By: _______________________________
Its: _______________________________
cc: [Accountants’
Accountants’

Name]
Address]

V-10-3

Schedule A
[LIST OF TRUST ASSETS]

V-10-4

FORM OF TRUSTEE’S RECEIPT AND SAFEKEEPING AGREEMENT FOR
CALLABLE SECURITIES (FOR USE WITH REPO LENDER)
TRUSTEE’S RECEIPT AND SAFEKEEPING AGREEMENT
____________ __, 20__ [to be dated Pool Wire Date]
Government National Mortgage Association
550 Twelfth Street, S.W., Third Floor
Washington, D.C. 20024
[Sponsor’s Name] (the “Sponsor”)
[Sponsor’s Address]
[Intermediary Bank (the “Intermediary Bank)
Intermediary Bank’s address]
Ginnie Mae Callable Trust 20[ ]-C[ ]
Ladies and Gentlemen:
___________________________, as Trustee (the “Trustee”) under a trust agreement to
be dated as of _______________ __, 20__, acknowledges receipt of the Trust Assets listed on
Schedule A attached to this letter (the “Trust Assets”). Capitalized terms not otherwise defined
herein shall have the meanings assigned to them in the glossary contained in the Ginnie Mae
Multiclass Securities Guide currently in effect.
The Trustee confirm s that it is holding, a
nd at all tim es prior to settlem ent on
_____________________ __, 20__ (the “Closing Date”) will hold, the Trust Assets in one or
more segreg ated accoun ts in the nam e of and s olely for the benefit of the Interm ediary Bank.
The Trustee has m ade appropriate entries on its books and records to show that it is so holding
the Trust Assets, and the Trust Asse ts are not subject to any right, charge, security interest, lien
or claim of any kind in favor of the Trustee or any Person claiming through the Trustee.
All of the Trust Assets describ ed in the attached list[, with the excep tion of the Class[es]
[___] [and ___] Securities to be issued by Ginnie Mae REMIC Trust[s] _____ [and _____],] and
having an aggregate current face value of $________________, are held by the Trustee solely as
the Intermediary Bank’s agent and subjec t to the instructions described herein. In the event tha t
there is no settlem ent on the Closing Date,
the Truste e will r elease the Trus t Assets in
accordance with the instructions of the Intermediary Bank.
Upon settlement (if any) on the Closing Date, th e Trustee will deliver in accordan ce with
the instructions of the Interm
ediary Bank, wh ich delivery instructions m ay be standing
instructions (that the Sponsor irrevocably authorizes th e Trustee to follow), the securities
representing the ownership interests in th
e Ginnie Mae Callable Trust 20__-C_ (the

V-10-5

“Securities”) [that were not conveyed to Gi nnie Mae REMIC Trust 20__-__], and the Trustee
thereupon will hold th e Trust Assets in the nam e of and solely on behalf of the Ginnie Mae
Callable Trust 20___-C__.
On the Closing Date, concurrent with the sett lement and de livery of the Securities to the
Intermediary Bank, the Trustee’s obligation to
hold the Trust Assets on behalf of the
Intermediary Bank will automatically terminate.
If the Intermediary Bank f ails to provide delivery instructions to the Trustee, the Trustee
shall continue to hold the Securities [that we re not convenyed to Ginnie Mae REMIC Trust
20__-__] for the Intermediary Bank until its delivery instructions are received.
The Trustee shall have no liability to the Sponsor, the Interm ediary Bank or any other
entity related to any transaction inv olving the S ecurities, provided that th e Trustee has m ade at
least one attempt to deliver the Securities on the Closing Date in accordance with the instructions
provided to it by the Intermediary Bank.
The Sponsor agrees to indem nify and hold each of Ginnie Mae and th e Trustee harmless
from and against any and all losses, claim s, damages, liabilities and expenses arising out of or in
connection with th e Trustee’s holding of the Trust Assets and its delive ry of the Trust Assets in
accordance with the Intermediary Bank’s instructions.
* * * * *
Unless otherwise instructed by the Interm ediary Bank, if a ny distributions on the Trust
Assets are received by the Trustee prior to settlement on the Closing Date, the Trustee will remit
such distributions to the Intermediary Bank.
Unless otherwise notified by the Sponsor or th e Interm ediary Bank af ter receipt of this
Trustee’s Receipt and Safekeeping Agreement (the “Trustee’s Receipt”) that the terms hereof are
unacceptable, the term s of this Tr ustee’s Receipt shall be d eemed conclusively to b e acceptable
to the Sponsor and the Interm ediary Bank; prov ided, however, that in the event of any such
notification, no change shall be m ade hereto without the consent of Ginnie Mae and the
Intermediary Bank.
Very Truly Yours,
[TRUSTEE], as Trustee
By: _______________________________
Its: _______________________________
cc: [Accountants’
Accountants’

Name]
Address]

V-10-6

Schedule A
[LIST OF TRUST ASSETS]

V-10-7
48464.001045 EMF_US 46277778v3

FORM OF ISSUANCE STATEMENT FOR CALLABLE SECURITIES
ISSUANCE
STATEMENT
[TRUSTEE]
[TRUSTEE’S ADDRESS]

Ginnie Mae Callable Trust 20[ ]-C[ ]
The Sponsor hereby instructs the Trustee, on be half of the Ginnie Mae Callable Trust, to
authorize the issuance of the Securities identified in Sche dule A (the “S chedule”) in book-entry
form through the facilities of the Book-Entry De pository for the account of [the Sponsor][insert
name of Sponsor’s repo lender] on the Closing Da
te. The Securities shall be issued in
th e
denominations specified in the Schedule under the column designated as “Denomination (or “Par
Amount”) to be issued at Closing.” Capitalize d term s us ed herein and not otherwise defined
shall be given the meanings assigned to them in the Trust Agreement, dated as of [ ] [ ], 20[ ],
by and between Sponsor and Trustee.
The undersigned acknowledges that the Schedule accurately describes the Securities to be
issued in book-entry form at closing.
[Sponsor]

By:
Its:
[Note to Trust Counsel: The Issuance Statem ent shall be provided to the Trustee no later
than the Pool Wire Date, which is generally two Business Days prior to closing.]

V-11-1

SCHEDULE A: CALLABLE CLASSES

DENOMINATION (OR
“PAR AMOUNT”
TO BE ISSUED AT
CLOSING)

CLASS

†

CUSIP

MINIMUM
DENOMINATION

MAXIMUM
CLASS PRINCIPAL
[(OR NOTIONAL)]
BALANCE

†

________________________________
† No

tional balance.

V-11-2

FORM OF TRANSACTION OPINION OF
TRUST COUNSEL FOR CALLABLE SECURITIES
Pursuant to the Sponsor Agreem ent, Trust C ounsel must deliver an opinion substantially
in the form set forth below as a con dition to clo sing. In general, this condition must be m et by
the delivery of an opinion in the form that follow s, including the m aterials marked with squ are
brackets “[].” If an opinion includes the bracke ted language, it need not include the language
marked with braces “{}.”
With Ginnie Mae’s approval prior to the execution of a Sponsor Agreem ent, howe ver,
this condition to closing m ay be m et by the deliv ery of two separate opin ions: (1) a Sponsor’s
Opinion in the f orm set f orth in this Part V of the Ginnie Mae Multicla ss Securities Guide and
(2) a Trust Counsel opinion in the for m as fo llows, but which opinion deletes the language in
square brackets and adds the language in braces.

V-12-0

FORM OF TRANSACTION OPINION OF
TRUST COUNSEL FOR CALLABLE SECURITIES
____________ __, 20__

Government National Mortgage Association
550 12th Street, S.W., Third Floor
Washington, D.C. 20024
[Trustee]
[Sponsor]
Guaranteed Callable Pass-Through Securities
Ginnie Mae Callable Trust 20[ ]-C[ ]
Ladies and Gentlemen:
We have acted as trust c ounsel in connection with th e issuance, by the Ginnie Mae
Callable Trust 20__-C_ (the “Trust”), established pursuant to a trust agreem ent (the “20[ ]- [ ]
Trust Agreem ent”), dated as of ____________ __, 20__, by and between
___________________, as trustee of the Trust (the “Trustee”), and _____________________, a
________________ [c orporation] [li mited liability co mpany] [lim ited partnership] (the
“Sponsor”), and incorporating by reference the Sta ndard T rust Provisions for Callable Trusts,
January 1, 2014 Editio n[, as a mended throug h _________ __, 20__] (the “Standard Trust
Provisions” and, together with the 20__-C_ Trust Agreem ent, the “Trust Agreem ent”), of
approximately $_____________ aggregate principal
amount of Guaranteed Callable PassThrough Securities (the “Securities”) guarant
eed by the Governm ent National Mortgage
Association (“Ginnie Mae”). The Securities are be ing sold to the Sponsor pursuant to the Trust
Agreement. Capitalized term s used but not o therwise defined herein shall have the m eanings
assigned to them in the glossa ry (the “Glossary”) containe d in the Ginnie Mae Multicla ss
Securities Guide currently in effect.
The Offering Circular, dated ___________ __,
20___ (the “Offering Circular”), was
prepared in connection with the offering of the Securities.
The asse ts of the Trus t cons ist pr imarily of [Trust MBS] [and] [[an] Underlying
Certificate[s]] (the “Trust Asse ts”) sold to the Tr ust by the Sponsor. In connection with the
issuance of the Securities, Ginnie Mae is gua
ranteeing the paym ent of the full am ount o f
principal and interest on each Security pursuant to the Guaranty Agreement and Section 3 of the
Standard Sponsor Provisions fo r Callable Trusts, January 1, 2014 Edition[, as am ended through
_________, 20__,] (the “Standard Sponsor Provisions”).
In connection with the foregoing, we have examined the following documents:

V-12-1

(a)

a copy of the Standard Trust Provisions;

(b)
a signed copy of the 20__-C__ Trust Ag reement, which incorporates by reference
the Standard Trust Provisions;
(c)

a copy of the Standard Sponsor Provisions;

(d)
a signed copy of the Sponsor Agreem ent, dated __________ __, 20__, between
Ginnie Mae and the Sponsor (the “Sponsor Agreem ent”), which incorporates by reference the
Standard Sponsor Provisions;
(e)

a copy of the Glossary;

(f)

a copy of the Offering Circular;

(g)
a specim en for [each] [the] Call Cla
ss Sec urity evidencing [an] ownership
interest[s] in the Trust established under the Trust Agreement;
(h)

the Issuance Statement with respect to the Callable Class Securities; [and]

[(i)
the Article s of Incorporation an d Bylaws (collective ly, the “Constitu ent
Documents”) of the Sponsor, together with g
ood standing certificates with respect to the
Sponsor; and
(j)
the resolutions of the Sp onsor pertaining to the subjec t transactions, cer tified by
the Secretary or Assistant Secretary of the Sponsor[.] [; and]
[(i)
the opinion[s] of coun sel of the Sponsor, delivered
transaction (the “Sponsor’s Opinion[s]”)[.] [; and]

in connection with this

[[(j)][(k)]
the d isclosure docum ents r elating to the Underlying Certif icate[s] (as
defined in the Offering Circular , and referred to herein [, collectively,] as the "Underlying
Certificate Disclosure Documents").]
The Trust Agreem ent and the Sponsor Agreem ent are collectively referred to herein as
the “Agreements.”
For purposes of the opinions expressed below, we have assumed (a) the authenticity of all
documents subm itted to us as originals, (b ) th e conf ormity to the originals of all docum ents
submitted as certified or photostatic copies and the authenticity of the originals of such copies,
(c) the genuineness of signatures not witnessed by us, (d) the legal capacity of natural persons[,]
[and] (e) the due authorization, execution and de livery of all docum ents by all parties and the
validity and binding effect thereof (other than [the due authorization, ex ecution and delivery of
documents by the Sponsor and] the validity an d binding ef fect of docum ents upon the Sponsor)
[and (f) the accuracy and com pleteness in all m aterial res pects of th e [Underlyin g Certificate
Disclosure Documents].

V-12-2

As to factual matters, we have relied upon representations included in the aforementioned
documents and in other docum ents delivered at th e closing, upon certificates of offi cers of the
Sponsor and upon certificates of public officials. In addition, we have obtained from officers
and employees of the parties described above such other certificates and assurances, and we have
examined such records, other docum ents and questions of law, as we have considered necessary
or appropriate for purposes of rendering this
opinion letter. [W henever the phrase “to our
knowledge” is used herein, it refers to the actual knowledge of the attorneys of this firm involved
in the representation for this transaction.]
The enforceability of the Agreem ents agains t the pa rties there to is subjec t to the
provisions of bankruptcy, insolvency, reorganizati on, moratorium and similar laws relating to or
affecting the rights of creditors generally and to principles of equity, whether considered at law
or in equity , except that Ginnie M ae m ay enfor ce the Agreem ents against th e parties thereto
notwithstanding any bankruptcy, insolvency, reor ganization or m oratorium law, or any law
relating to o r affecting the righ ts of creditors generally, to the ex tent that such law is pre empted
by the au thorizing law f or the Ginn ie Mae Mu lticlass Securities Program set forth at 12 U.S.C.
§ 1721(g)(3)(E)(iv).
We do not purport to express an opinion as to
the laws of any jurisdiction other than
[NOTE: I NCLUDE WHEN IN CLUDING BRACKET ED OPINIONS 1. THROUGH 5. I N
THIS OPI NION: the State[s] of [INS
ERT STATES OF OR GANIZATION AND, IF
DIFFERENT, PRINCIPAL PLACE OF BUSINESS OF THE SPONSOR,] [and][the State of ]
New York and the United States of America.
I.
Based upon, and subject to, the foregoing and such other docum ents and inform ation as
we have considered necessary for the purposes hereof, we are of the opinion that:
[1.
The Sponsor has been duly incorporated and is validly existing as a corporation in
good standing under the laws of the jurisdiction of its incorporation.
2.
The Sponsor has the corporate power and au thority to enter into the transactions
contemplated by the Agreements.
3.
The Sponsor is duly qualified to do busin ess as a foreign corporation and is in
good standing under the laws of each jurisdiction that requires such qualification wherein it owns
or leas es material p roperties, excep t where the failure so to qualify would not have a m aterial
adverse effect on such company’s ability to perform its obligations under the Agreements.
4.
To our knowledge, there is no action, suit, proceeding or investigation pending or
threatened against the Sponsor that reasonably c ould be expected to af fect adversely (a) the
Sponsor’s ability to carry on its business substan tially as now conducted; (b ) the transfer of the
Trust Assets; (c) the issuance of the Securities or (d) the execution, deliv ery, perform ance or
enforceability of the Agreem
ents, in cluding the S ponsor’s p erformance under any
indemnification provisions.

V-12-3

5. To our knowledge, no consent, approva l, authorization or order of (a) any [INSERT
BOTH PR INCIPAL PLA CE OF B USINESS ST ATE AND, IF DIFFEERENT, STATE OF
ORGANIZATION OF SPONSOR ] st ate or feder al court or (b) any
[INSERT BOT H
PRINCIPAL PLACE OF BUSINESS ST
ATE AND, IF DIF FERENT, STATE OF
ORGANIZATION OF SPONSOR] state or federal governm ental agency or body is required for
the consummation by the Sponsor of the transac tions contemplated by the Agreem ents, except
for those that have been obtained by the
Sponsor and are in full force and effect;
provided,
however, that we express no opinion with respect to requirements under federal or state securities
or blue sky laws, of any jurisdiction in connection with the distribution of the Securities.]
{1.} The Sponsor’s Opinion[s] [is] [are] satis factory in for m and scope to us, and we
believe that you may properly rely on [it] [them].}
{2}
[6.]
Assuming the due au thorization, execution and deliv ery of the Trust Agreem ent
by the [Trustee] {parties thereto}, the provisi
ons of the Trust Agreem ent are sufficient to
establish a trust under and pursuant to the governing laws of the Trust Agreement.
{3}
[7.]
[Each of the Agreem ents has been du ly executed and delivered by an authorized
signatory of the Sponsor, and] {Assum ing the du e authorization, execution and delivery of the
Agreements by th e parties thereto,} each con stitutes a valid, legal and binding ag reement of the
Sponsor, enforceable against the Sponsor in accordance with its respective terms.
{4} [8.]
The Securities conform in all m aterial respects to the descriptions thereof
contained in the Offering Circu lar. The Boo k-Entry Securities have been duly and validly
authorized and deliv ered by the Trus tee in accordance with the Trust Agreem ent, and are duly
and validly issued and entitled to the benef its of such Trust Agreem ent. Assum ing the du e
authorization of the offi cer of the Trustee who executed the Call Class Securit[ y][ies] on behalf
of the Trust, such [Security has] [Securities have] been duly and validly authorized, executed and
delivered by the Trust [in accordanc e with the Trust Agreement] and will, when authentic ated as
specified in the Tru st Agreement, be duly and valid ly issued and entitled to th e benefits of the
Trust Agreement.
{5}
[9.]
The Securities are exempt from the registration requirements of the Securities Act
of 1933, as am ended, and the rules and regulatio ns of the Commission prom ulgated thereunder,
and the Securities constitute “exempted securi ties” under the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated thereunder.
{6}
[10.] The Trust Agreement is not required to be qualified under the Trust Indenture Act
of 1939, as amended, and the trust fund created ther eby is not required to be registered under the
Investment Company Act of 1940, as amended.
{7}
[11.] No consent, approval, authorizat ion or order of (a) any ____________ state or
federal court or (b) any ______________ state or
federal governm ental agency or body is
required for the consummation by the Trust of the transactions contemplated by the Agreements;
provided, however, that we express no opinion with respec t to requirements under local and state
securities laws, including but not lim ited to such as may be required under the state securities or
blue sky laws, of any jurisdiction in connection with the distribution of the Securities.

V-12-4

{8}
[12.] The statem ents set forth under the h eadings “Term s Sheet” and “Description of
the Securities” in the Offering Circular, insofar as such statements together purport to summarize
certain provisions of the Agreements, provide a fair summary of such provisions.
{9}
[13.] The statements in the Offering Circul ar under the headings “ERISA Matters” and
“Legal Investm ent Cons iderations,” insofar as th ey describe federal statutes and regulations or
constitute legal conclusions with respect thereto, have been prepared or reviewed by us, and such
statements provide a fair summary of such statutes and regulations.
{10} [14.] The Callable Class Securities qualify as “guaranteed governmental mortgage pool
certificates” within the meaning of 29 C.F.R. § 2510.3-101(i)(2).
II.
We have participated in various conferences with the appro priate rep resentatives of the
Sponsor, representatives of Ginnie Mae, repr esentatives o f [Hunton & W illiams LLP][Sidley
Austin LLP], counsel to Ginnie Mae, and [appropr iate representatives of] the Acc ountants. A t
those conferences, th e contents of the Offering Circ ular were discussed and revised. [Since the
dates of tho se conferen ces, we h ave inqu ired o f appropriate rep resentatives wheth er th ere has
been any material change in the affairs of the Sponsor.]
Because of the inherent lim itations in the in dependent verification of factu al matters, we
are not passing upon, and do not assum e any respons ibility for, and make no representation that
we have independently verified, the accuracy , completeness or fairn ess of the statem ents
contained in the Offering Circular, except as s pecifically set forth in paragraphs [11 and 12]
{8 and 9} of Part I of our opinion above. Also, we do not express any opinion or belief as to the
financial statem ents or other num erical, financial or statistical inf ormation con tained in the
Offering Circular. How ever, subject to the fo regoing, we advise you that nothing has com e to
our attention that would lead us to believe that the Offering Circular, as of the date thereof and at
the date hereof, contained or contains any untru e statement of a material fact or omitted or omits
to state any m aterial fact necess ary in order to make th e statements made therein, in the ligh t of
the circum stances und er which they were m ade, not m isleading (except that we express no
opinion with respect to the num erical, financial a nd statistical data cont ained in the Offering
Circular).
We express no opinion as to any matter other than as expressly set forth herein, and no
other opinion is to be, or m ay be, inferred or imp lied herefrom. This opinion is given as of the
date hereof and is based on facts and conditions presently known to us and laws and regulations
currently in effect, and we do not undertake, and hereby disclaim, any obligation to advise you of
any change in any matters set forth herein.
This opinion letter is being furnished to you solely for your benefit and may not be relied
upon by, nor may copies be delivered to, any person without our prior written consent.
U.S. Treasury Circular 230 Notice
To ensure compliance by this la w firm w ith requirements impos ed by the
Internal Revenue Service, we inform you that (a) this advice was not intended or written to
V-12-5

be used, and cannot be used, for the purpose of avoiding United States federal tax
penalties, (b) this advice w as w ritten to support the promotion or marketing of th e
transactions or ma tters addressed herein and (c) any tax payer to w hom such transactions
or matters are being promoted, marketed or recommended should seek advice based on its
particular circumstances from an independent tax advisor.
Very truly yours,

V-12-6

FORM OF TAX OPINION OF
TRUST COUNSEL
FOR CALLABLE SECURITIES
________

__, 20__

Government National Mortgage Association
550 12th Street, S.W., Third Floor
Washington, D.C. 20024
Ginnie Mae Callable Trust 20__-C_
c/o [Trustee]
[Trustee]
[Sponsor]
Ginnie Mae Callable Trust 20[ ]-[ ]
Certain Tax Matters
Ladies and Gentlemen:
We have acted as trust couns el in connection with the form ation of the Ginnie Mae
Callable Trust 20__-C _ (the “T rust”), establishe d pursuant to a trust agreem ent (the “T rust
Agreement”), dated as of ____________ __, 20__, by and between___________________, as
trustee of the Trust (the “Trustee”), and __________________, [a][an] ________________
[corporation] [limited liability company] [limited partnership] (the “Sponsor”), and incorporating
by reference the S tandard Trus t P rovisions for Callable Trusts, J anuary 1, 2014 Edition[, as
amended through __________, 20__] (the “Standard Tr ust Provisions”), and the issuance of
approximately $_____________ aggregate principal
amount of Guaranteed Callable PassThrough Securities (the “Securities”) . The Securities consist of Class [A] [A1] [and Class A2]
Securities ([each, a] [the] “Callable Class”) and the Class [B] [B1] [and Class B2] Securit[y][ies]
([each, a][the] “Call Class”). The Securities are being sold pursuant to an Offering Circular,
dated ___________________ __, 20__ (the “Offering Circular”) . The assets of the T rust consist
primarily of [certain Trust MBS] [an] [Underlyi ng Certificate[s]] acquired from the Sponsor and
certain accounts. Capitalized terms used but not defined herein shall have the meanings assigned
to them in the glossary contain ed in the Gi nnie Mae Multiclass Securities Guide c urrently in
effect or in the Trust Agreement.
We have reviewed the originals or copies of: (i) the Tru st Agreem ent, inc luding the
Standard T rust Provisions; (ii) the Sponsor Agreem ent, dated as of _________ __, 20__,
between the Sponsor and Ginnie Mae including the Standard S ponsor Provisions for Callable
Trusts, Janu ary 1, 2014 Edition[, as am ended through __________, 20__,]; (iii) th e Guaranty
Agreement dated as of _______________ __, 20__; [and] (iv) the Offering Circular [; and (v) the

V-13-1

Government National Mortgage Association
Ginnie Mae Callable Trust 20__-C___
[Trustee]
[Sponsor]
__________ __, 20__
disclosure docum ents relating to the Underlyi ng Certificate[s] (as defined in the Offering
Circular, an d referred to here in [, colle ctively,] as the "Underlying
Certificate Disclosu re
Documents").] W e also have relied, without independent verification, on a letter from the
Sponsor, dated _______________, 20__, stating the belief of the Sponsor that there are various
economically reasonable circum stances under whic h the holder of [the] [each] Call Class would
not at any time exercise its right to direct the redemption of the [related] Callable Class. We also
have reviewed such other docum ents relating to the transaction and m ade such other factual and
legal inquiries as we have considered necessary for purposes of the opinions given below. [We
have assum ed the accuracy and com pleteness in all material re spects of the Underlying
Certificate Disclosur e Docum ents and tha t [ each] [ the] Underlying Certif icate[s] will, a t a ll
relevant tim es, cons titute either a “ regular inte rest” in a R EMIC or a gr antor trust interest in
respect of one or more “regular interests” in a REMIC.]
Based on the foregoing, we are of the opinion th at, with respect to this transaction, the
statements and legal con clusions con tained in the Offering Circular unde r the caption “Certain
United States Federal Incom e Tax Consequences,” insofar as they constitute m atters of United
States f ederal law or le gal conclu sions with res pect thereto, are correct in all m aterial respects
and the discussion thereunder does not om it any m aterial provision with respect to the m atters
covered. Also based on the foregoing and subject to the q ualifications stated he rein, we are of
the further opinion that [either (i)] Ginnie Mae Callable Trust 20[ ] -C[ ] will constitute a single
grantor trust, within the m eaning of Sections 671 thr ough 679 of the Code, and not a partnership
or an association tax able as a corpo ration[, or (ii) each related pair of Callab le and Call Classes
of Ginnie Mae Callable Trust 20[ ] -C[ ] will constitu te a sep arate granto r tru st with in th e
meaning of Sections 671 through 679 of the Code, and not a partnership or an association taxable
as a corporation].
You should be aware that the above opinions and the discussion contained in the Offering
Circular under the captio n “Certain United Sta tes Federal Income Tax Consequences” represent
conclusions as to th e application of existing law to the trans action described herein. There can
be no assur ance that existing law will not ch ange or that contrary positions will no t be taken by
the Internal Revenue Service.
No opinion has been sought and none has been given concerning the tax consequences of
the transaction described herein or of the acquisition, ownership, or d isposition of the Securitie s
under the laws of any state or locality.
The opinions expressed herein are solely for the inform ation and use of the add ressees
and may not be relied upon or otherwise used for any purpose by any other person without our
express written consent.

V-13-2

Government National Mortgage Association
Ginnie Mae Callable Trust 20__-C___
[Trustee]
[Sponsor]
__________ __, 20__
U.S. Treasury Circular 230 Notice
To ensure compliance by this la w firm w ith requirements impos ed by the
Internal Revenue Service, we inform you that (a) this advice was not intended or written to
be used, and cannot be used, for the purpose of avoiding United States federal tax
penalties, (b) this advice w as w ritten to support the promotion or marketing of th e
transactions or ma tters addressed herein and (c) any tax payer to w hom such transactions
or matters are being promoted, marketed or recommended should seek advice based on its
particular circumstances from an independent tax advisor.
Very truly yours,

V-13-3

FORM OF OPINION OF SPONSOR FOR CALLABLE SECURITIES
_______________, 20__

Government National Mortgage Association
550 12th Street, S.W., Third Floor
Washington, D.C. 20024
[Trustee]
[Sponsor]
Re:

Guaranteed Callable Pass-Through Securities
Ginnie Mae Callable Trust 20__-C_

Ladies & Gentlemen:
I am e mployed as [Internal] [Associate
General] [General] Counsel [by] [of]
______________________ (“the Sponsor”) and, in such ca pacity, have acted as counsel to
Sponsor, a _________ [corporation] [li
mited partne rship] [li mited liability com pany], i n
connection with the issuance,
by the Ginnie Mae Callable
Trust 20__-C_ (the “Trust”),
established pursuant to a trus t agreem ent (the “[20__-C_] Trust Agreem ent”) dated as of
____________, 20__, by and between ______________________________, as trustee of the
Trust (the “Trustee”), and th e Sponsor, and incorporating by
reference the S tandard Trus t
Provisions for Callable Trusts, January 1, 2014 Edition, [as am ended through _______________
__, 20__,] (the “Standard Trust Provisions” [and, together with the 20__-C_ Trust Agree ment,
the “Trust Agreem ent”]), of approxim ately $_______________ aggregate principal am ount of
Guaranteed Callable Pass-Through S ecurities (the “Securities”) guaranteed by the G overnment
National Mortgage Association (“G innie Mae”). Th e Securities are being sold to the Sponsor
pursuant to the Trust Agreem ent. Capitalized te rms not otherwise defined herein shall have the
meanings assigned to th em in the g lossary c ontained in th e Ginnie M ae Multic lass Securitie s
Guide currently in effect.
In connection with this opinion, I or others under m y supervision have exam ined the
Trust Agreem ent and a sponsor agreem ent (the “Sponsor Agreem ent” and, together with the
Trust Agreem ent, the “Agreem ents”) date d as of _______, 20__, by a nd between Ginnie Mae
and the Sponsor and incorporating by reference the Standard Sponsor Provisions for Callable
Trusts, ________ __, 20__ Edition [, as a mended through ___________ __, 20__]. I or others
under my supervision have also exam ined and am familiar with orig inals or copies, certified o r
otherwise identif ied to m y satisf action, of su ch docum ents as I hav e deem ed necessary o r
appropriate as a basis for the opinions set forth below.

V-14-1

In my examination, I have assum ed the genui neness of all signature s, the legal capacity
of natural p ersons, th e conf ormity to origina l d ocuments of all docum ents subm itted to m e as
certified or photostatic copies, th e authenticity of th e originals of such copies, and the due
authorization, execution and delivery of all documents by all parties and the validity and binding
effect thereof (other th an the due authori zation, execution and delivery of documents by the
Sponsor as to which I express an op inion herein). As to any fact material to this opinion that I
did not independently establish or verify, I have relied upon statem ents and representations of
officers and other representatives of the Spons or. W henever the phrase “to m y knowledge” is
used herein, it refers to the actual knowledge of the attorneys em ployed by the Sponsor who are
involved in the representation for this transaction.
I am admitted to the Bar of the State of ________, and I express no opinion as to the laws
of any jurisdiction other than the laws of
the State of [INSER T PRINCIPAL PLACE OF
BUSINESS OF SPONSOR], [IF DIFFERE NT: the [corporate] [ limited liab ility com pany]
[limited partnership] laws of the State of [INSERT ST ATE OF OR GANIZATION OF THE
SPONSOR]] and, to the extent specifically referred to herein, the laws of the United States of
America. Based upon and subject to the foregoing, I am of the opinion that:
1.

The Sponsor has been duly [incorporate d] [form ed] [organized] and is validly
existing as a [corporation] [partnership] [lim ited li ability com pany] in good
standing under the law s of the jurisdicti on of its [incorporation] [organization]
[formation].

2.

The Sponsor has the [corporate] pow er and authority to enter into the transactions
and perform the obligations contemplated by the Agreements.

3.

The Sponsor is duly qualified to do business as a foreign [corporation]
[partnership] [limited liability company] and is in good standing under the laws of
each ju risdiction that requires such qua lification wherein it owns o r leases
material p roperties, ex cept where the failure so to qualify would not have a
material adverse effect on the Sponsor’s ability to perform its obligations under
the Agreements.

4.

There is no action, suit, proceeding or investigation pending or, to my knowledge,
threatened against the Sponsor that re
asonably could be expected to affect
adversely (a) the Sponsor’s ability to carry on its business subs tantially as now
conducted, (b) the transf er of the Trust Assets, (c) the transfer of the Securities or
(d) the execution, delivery, perform ance or e nforceability of the Agr eements,
including the Sponsor’s performance under any indemnification provisions.

5.

The Agreements have been duly executed and delivered by the Sponsor.

6.

No consent, approval, authorizati on or order of (a) any [INSERT BOTH
PRINCIPAL PLACE OF BUSINESS A
ND, IF DIFFE RENT, ST ATE OF
ORGANIZATION] state or federal
court or (b) any [INSERT BOTH
PRINCIPAL PLACE OF BUSINESS A
ND, IF DIFFE RENT, ST ATE OF
ORGANIZATION] state or federal governm ental agency or body is required for

V-14-2

the consum mation by the Sponsor of the transactions contem
plated by the
Agreements, except for those that have been obtained by the Sponsor and are in
full force and effect; provided, however, that I express no opinion with respect to
requirements under federal or state securities or blue sky laws, of any j urisdiction
in connection with the distribution of the Securities.
I express no opinion as to any matter other than as expressly set forth herein, and no other
opinion is to be, or m ay be, inferred or i mplied herefrom. This opinion is given as of the date
hereof and is based on facts and conditions pr esently know n to m e and laws and regulations
currently in effect, and I do not undertake, and hereby disclaim , any obligation to advise you of
any change in any matters set forth herein.
I consent to reliance upon this opinion letter by Ginnie Mae for the purpose of complying
with its requirements in connection with the Sponsor Agreement and by [TRUST COUNSEL] i n
connection with the delivery of it s opinion related to the Agreements. Except a s provided in the
preceding sentence, this opinion letter may not be relied upon by, nor may copies be delivered to,
any person without my prior written consent.
Very truly yours,

V-14-3

FORM OF OPINION OF TRUSTEE’S COUNSEL FOR CALLABLE SECURITIES
____________ __, 20__

Government National Mortgage Association
550 Twelfth Street, S.W., Third Floor
Washington, D.C. 20024
Ginnie Mae Callable Trust 20__-C_
c/o [Trustee]
[Sponsor]
Guaranteed Callable Pass-Through Securities Ginnie Mae Callable Trust 20__ -C __
Ladies and Gentlemen:
We have acted as special counsel to ________________________ in its capacity as
trustee (th e “Trustee”) in connection with
the issuance by the Ginnie Mae Callab
le Trus t
20__-C_ (the “Trust”), established pursuant to
a trust agreem ent (the “20__-C_ Trust
Agreement”), dated as of ____________ __,
20__, by and between the Trustee and
_____________________[, [a][an] ________________ [corporation] [limited liability company]
[limited partnership]] (the “Sponsor”), and in
corporating by referen ce the Standard Trust
Provisions f or Callab le Trusts, Janu ary 1, 2014 Edition [, as am ended through __ ________,
20__] (the “Standard Trust P rovisions” and, together with the 20__-C_ Trust Agreem ent, the
“Trust Agreem ent”), of approxim ately $_____________ aggregate principal a
mount of
Guaranteed Callable Pass-Through S ecurities (the “Securities”) guaranteed by the G overnment
National Mortgage Association (“G innie Mae”). Th e Securities are being sold to the Sponsor
pursuant to the Trust Agreem ent. Capitalized te rms not otherwise defined herein shall have the
meanings assigned to th em in the g lossary c ontained in th e Ginnie M ae Multic lass Securitie s
Guide currently in effect.
In connection with the foregoing, we have examined the following documents:
(a)

a copy of the Standard Trust Provisions;

(b)
a signed copy of the Trust Agreem
Standard Trust Provisions;

ent, which incorporates by reference the

(c)
a specim en [security] for [the] [each] Cl ass of Certificated Security, ev idencing
[an] ownership interest[s] in the Trust established under the Trust Agreement;
(d)

the Issuance Statement;

V-15-1

(e)
the [Articles of [Incorporation] [Association] and Bylaws] of the Trustee, together
with good standing certificates with respect to the Trustee; and
(f)
the reso lutions of the Trustee per taining to the subjec t tran sactions, cer tified b y
the Secretary or an Assistant Secretary of the Trustee.
We also have reviewed originals or copies
, certified or otherwise identified to our
satisfaction, of such other docum ents as we deem ed necessary or app ropriate as a b asis for th e
opinions set forth below.
For purposes of the opinions expressed below, we have assumed (a) the authenticity of all
documents subm itted to us as originals, (b ) th e conf ormity to the originals of all docum ents
submitted as certified or photostatic copies and the authenticity of the originals of such copies,
(c) the genuineness of signature s not witnessed by us, (d) the le gal capacity of natural persons
and (e) the due authorization, ex ecution and delivery of all doc uments by all parties and the
validity and binding effect thereof (other than the due authorization, ex ecution and delivery of
documents by the Trustee and the validity and bi nding effect of documen ts upon the Trustee as
to which we express an opinion herein).
As to factual matters, we have relied upon representations included in the aforementioned
documents and in other docum ents delivered at th e closing, upon certificates of offi cers of the
Trustee and upon certificates of public officials. In addition, we have obtained from officers and
employees of the parties descri bed above such other certificates and assurances, and we have
examined such records, other docum ents and questions of law, as we have considered necessary
or appropriate for purposes of rendering this opinion letter.
Whenever th e ph rase “ to ou r
knowledge” is used herein, it refers to the actual knowledge of the attorneys of this firm involved
in the representation of the Trustee in this transaction.
The enforceability of the Trust Agreem ent against the parties thereto is subject to the
provisions of bankruptcy, insolvency, reorganizati on, moratorium and similar laws relating to or
affecting the rights of creditors generally and prin ciples of e quity, whether considered at law or
in equity, except that Ginnie Mae m ay enforce th e Trust Agreement against the parties thereto
notwithstanding any bankruptcy, insolvency, reor ganization or m oratorium law, or any law
relating to o r affecting the righ ts of creditors generally, to the ex tent that such law is pre empted
by the authorizing law for the Ginnie Mae Multiclass Securities Program set forth at 12 U.S.C. §
1721(g)(3)(E)(iv).
We do not purport to express an opinion as to th e laws of any jurisdiction other than [the
State of ___________________,] the State of New York and the United States of America.
Based upon, and subject to, the foregoing and such other docum ents and inform ation as
we have considered necessary for the purposes hereof, we are of the opinion that:
7.
The Trustee is a(n) [______________________ corporation] [national banking
association], duly organized
and validly existing in good
standing under the laws of
[____________] [the United States of Am erica], and has all requis ite power and authority to
enter into the Trust Agreement and to perform its obligations thereunder.

V-15-2

8.
To our knowledge, there is no action, suit, proceeding or investigation pending or
threatened a gainst the Trustee tha t could m aterially adv ersely af fect the Trustee’ s ability to
perform its obligations under the Trust Agreement.
9.
The Trust Agreem ent has been du ly au thorized, executed a nd delivered by the
Trustee, and constitutes the legal, valid and binding obligation of the Trustee, enforceable against
the Trustee in accordance with its terms, subject to the limitations noted above.
10.
The Book-Entry Securities have been dul y and validly author ized and delivered
by the T rustee in accordance with the Trus t A greement an d are duly and validly issued and
entitled to the benef its of the Trus t Agreem ent. The Cert ificated Securi t[y][ies] [h as] [have ]
been duly and validly authori zed, executed, authenticated and delivered by the Trustee in
accordance with the Trust Agreement and are duly and validly issued and entitled to the benefits
of the Trust Agreement.
11.
The perform ance by the Trustee of its duties pursuant to the Trust Agreem ent
does not conflict with or result in a breach or violation of any term or provision of, or constitute a
default under, any statute or regulation currently governing the Trustee.
We express no opinion as to any matter other than as expressly set forth herein, and no
other opinion is to be, or m ay be, inferred or imp lied herefrom. This opinion is given as of the
date hereof and is based on facts and conditions presently known to us and laws and regulations
currently in effect, and we do not undertake, and hereby disclaim, any obligation to advise you of
any change in any matters set forth herein.
We consent to reliance upon th is opinion letter by you for the purpose of complying with
your requirements in connection with this transaction only as it relates to the specific legal issues
identified herein. Except as provided in the pr eceding sentence, this opinion letter m ay not be
relied upon by, nor may copies be delivered to, any person without our prior written consent.
Very truly yours,

V-15-3

FORM OF ACCOUNTANTS’ AGREED-UPON
PROCEDURES REPORT FOR CALLABLE SECURITIES
AS OF THE CLOSING DATE

_________, 20__ [insert closing date]

Government National Mortgage
Association 550 12th Street, S.W., Third
Floor Washington, D.C. 20024
[Sponsor]
Independent Accountants’ Report on
Applying Agreed-Upon Procedures
Ginnie Mae Callable Trust 20__-C_
Ladies and Gentlemen:
We have perform ed the procedures enum erated below, which were agreed to by the address ees,
relating to the issuance of $ ____________ aggregate Original Class Principal Balance of Ginnie
Mae Callable Trust 20__-C__ Guaranteed Callable Pass-T hrough Securities (the “Securities”)
pursuant to a Trust Agreement dated as of ______________ , 20__ (the “Trust Agreement”). This
agreed-upon procedures engagem ent was conducted in accordan ce with attestation standards
established by the Am erican Institute of Certified Public Accountants. The sufficiency of these
procedures is sole ly the respo nsibility of the addressees. Consequently, we m
ake no
representations regarding the su fficiency of the procedures described below either for the
purpose for which this report has been requested or for any other purpose. Capitalized term
s
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 Callable Trust 20__C__ 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)
[(b)
(c)
[(d)]

The Series 20__-C_ Offering Circular;
Part III of the Ginnie Mae Multiclass Securities Guide;]
The Trust Agreement;
The Underlying Certificate Disclosure Document[s];]

V-16-1

(e)
[(f)
[(g)

The attached schedule of Trust Ass ets provided to us by, and which is the responsibility
of, the Sponsor (“Schedule A”);
The attached schedule of Weighted Average Lives of [the][each] Class of Callable Class
Securities [in Security Group[s] [1] [and
[2]] provided to us by, a nd which is the
responsibility of, the Sponsor (“Schedule B”);] [and]
[Note: for Underlying Certificates that are issued simultaneously with the Callable Class
Securities: The attached sc hedule of underlying Ginnie Mae Certificates provided to us
by the Sponsor (“Schedule C”).]

Based on the foregoing, we performed the following procedures:
1.

We provided an e lectronic listing of the inf ormation for the related Trust Assets shown
on Schedule A to the Infor mation Agent, th e Financial Advisor a nd the Trustee through
Ginnie Mae’s Internet Web-site.

2.

[NOTE: for Trust Asset Group(s) with Underlyi ng Certificate(s); for convenience, if
there is only one Security Group, the Trust Asse ts relating to that Security Group may be
referred to as the “Group 1 Trust Assets” to distinguish them fr om the Group T Trust
Assets][For [each] [the] [Gr oup[ ]] Trust Asset shown on Sc hedule A, we com pared the
CUSIP Number, Issue Date[NOTE: include if fixed rate:, Certificate Rate] and Maturity
Date shown on Schedule A to the c orresponding information shown for that Trust Asset
in the [related] Underlying Certificate Disclo sure Docum ent and found them to be in
agreement.]

3.

[NOTE: for Trust Asset Group(s) with U
nderlying Certificate(s) with variable
rate(s)][For [each] [the] Group __ and Group __ Trust Asset shown on Schedule A, we
compared the Certificate Rate shown on Sc hedule A to the corresponding information
shown for such Trust A sset on [e-A ccess,] [F reddie Mac’s Internet W eb-site,] [Fannie
Mae’s Internet Web-site], and found them to be in agreement.]

4.

[NOTE: for Trust Asset Group(s) with Trust MBS}[For [each] [the ] [Group [ ] Trust
Asset shown on Schedule A as having an Issue Date prior to __________ 1, 20__,  we
compared the CUSIP Num ber, Trust Asset p ool num ber, Trust Asset pool type, Trust
Asset pool suffix, Issue Date, Certificate Rate and Maturity Date shown on Schedule A to
the corresponding information shown for that Trust Asset in the Ginnie Mae Factor Tape
as of [6 th business day of the calendar m
onth of Closing] obtained from NYSE
Technologies, Inc. (hereinafter referred to as “NTI”) (the “Fact or Report”) and found
them to be in agreement.]

5.

[NOTE: for Trust Asset Group(s) with Trust MB S][For [ea ch] [the ] [Group [ ]] Trust
Asset shown on Schedule A as having an Issue Date of ___________1, 20__, we
compared [the items of information listed in the immediately preceding paragraph][ the
CUSIP Number, Trust Asset pool number, Trust Asset pool type, Trust Asset pool suffix,

 In al l dat e bl anks ( unless otherwise n oted) i nsert fi rst day of m onth and y ear of C losing Dat e. E xample: For
transaction closing in October, 2013, insert “October 1, 2013”.

V-16-2

Issue Date, Certif icate Rate and Maturity Date shown on Schedule A]
to the
corresponding information obtained from [NYSE Technologies, Inc. (hereinafter referred
to as “[NTI]”][the [NTI ]] Ginnie Mae Daily Pool Tapes for [insert m onth and year of
Closing Date](the “New Pool Tapes”)) and found them to be in agreement.]
6.

[NOTE: for Trust Asset Group(s) with Trust MB S][For [ea ch] [the] [Group [ ]] Tr ust
Asset shown on Schedule A as having an Issue Date prior to _____________ 1, 20__,
werecomputed the cur rent princ ipal balance by m ultiplying a f actor ob tained f rom the
Factor Report for that T rust Asset, by the original principal ba lance shown on Schedule
A, and compared such recom puted am ount to the current principal balance show n on
Schedule A and found them to be in agreement.]

7.

[NOTE: f or Trus t A sset Group (s) with T rust MBS issued in month/year of
ClosingDate]For [each][the][Group [ ]] Trust Asset shown on Schedule A as hav ing an
Issue Date of ___________ 1, 20__, we determ ined that the current principal balance
shownon Schedule A is equal to the original principal balance shown on Schedule A

8.

[NOTE: for Trust Asset Group(s) with Trust MB S; include WAC only if all Trust MBS
are Ginnie Mae II’s][For [each][t he] [Group [ ]] Trust Asset[s ][(other than Pool Number
____)] shown on Schedule A as having an Issue Date prior to ___________ 1, 20__, we
compared [t he current Weighted Average Coupon (the “WAC”),] the current Weighted
Average Remaining Term to Maturity (the “WARM”) and the current Weighted Average
Loan Age (the “WALA”) shown on Schedule A to the corresponding information for that
Trust Asset derived from [a NTI Ginnie Ma e Weighted Average Tape (the “W eighted
Average T ape”)(using the m ost recen t tape for which such infor
mation was
available)][the New Pool Tapes] using the methodology relating to generic pools set forth
in The Securities Industry a nd Financial Markets Association’s [(form erly known as The
Bond Market Association )] Standard Form ulas for the Analysis of Mortgage-Backed
Securities a nd Other Related Se curities - Chapter SF Section C (the “Standard
Formulas”), and found them to be in agreement.] [With respect to Pool Number ____, we
compared the current WARM and WALA shown on Schedule A to the corresponding
information f or such T rust Ass et o btained f rom Bloom berg Finan cial Marke ts o n-line
data service (“Bloomberg”) and found them to be in agreement.]

9.

[NOTE: for Trust Asset Group(s) with Trus t MBS][For [each][t he][Group [ ]] Trust
Asset show n on Schedule A as having an Issue Date of
__________ 1, 20__, we
compared the current [Weighted Averag e Coupon (the “WAC”)][WAC,] WARM and
WALA shown on Schedule A to the correspo nding inform ation for that T rust Asset
derived from the New Pool Tapes using the m ethodology relating to generic pools set
forth in [The Securities Industry and Fina ncial Markets Association’s [(for merly known
as The Bond Market A ssociation)] Standard Form ulas for the Analysis of MortgageBacked Securities and Other Related Securi ties - Chapter SF Section C (the “Sta ndard
Formulas”)][the Standard Formulas] and found them to be in agreement.]

10.

[NOTE: for Trust Asset Group(s) with Ginnie Mae I MBS][For [eac h][the] [Group [
]][the] Trust Asset shown on Schedule A, we compared the current [Weighted Average
Coupon (the “WAC”)][the W AC] shown on Schedule A to the corresponding
V-16-3

information for the Trust Asset derived usi ng the Certificate Rate shown on Schedule A
and an assumed fixed servicing spread of 0.50% and found them to be in agreement.]
11.

[NOTE: for Trust Asset Group(s) with Ginnie Mae II MB S][For [each][the] [Group __
and Group ] Trust Asset shown on Schedule
A as having an Issue Date prior to
_________ 1, 20__, we compared the curre
nt [Weighted Average Coupon
(the“WAC”)][WAC] shown on Schedule A to the corresponding inform ation for that
Trust Asset derived from the W eighted Aver age Tape (using the m ost recent tap e for
which such inform ation was available) us ing the m ethodology relating to generic pools
set forth in the Standard Formulas and found them to be in agreement.]

12.

[NOTE: for Trust Asset Group(s) with Ginni e Mae II MB S][For [each]the] [Group __
and Group __ ] Trust Asset shown on Sche
dule A as having an Issue Date of
_______________ 1, 20__, we compared the current [
Weighted Average C oupon
(“WAC”)][WAC] shown on Schedu le A to the corresponding information for that Trust
Asset derived from the New Pool Tapes us ing the methodology relating to generic pools
set forth in the Standard Formulas and found them to be in agreement.]

13.

[NOTE: For Trust Asset Group(s) with Trus t MBS][For [each] [the] [Group __ and
Group __ ] Trust Asset shown on Schedule A [as having an Issue Date prior to ________
1, 20__] [(other than Pool Number[s] ______ [and ______])], [we obtained the Weighted
Average Original Loan Term ("WAOLT") shown for that Trust Asset from the Weighted
Average Tape]. [For [e ach] [the] [Gr oup __ and Group __] Trust Asset shown on
Schedule A as having an Issue Date of ________ 1, 20__,] [we obtained the W AOLT
shown for that Trust A sset from the New P ool Tapes]. [For Pool Number[s] ___ [and
___], we obtained the WAOL T shown for that Trust
Asset from [the Bloomberg
Financial Markets on-line data service (“Bloomberg”)] [Bloomberg].] We not ed that the
WAOLT shown for [each such] [the] Trust Asset is [not less than 241 m onths for a Trust
Asset in a [Group] [or] [Subgroup] indicating an Original Term to Maturity of 30 years in
the Offering Circular[,][and] [not more than 240 m onths for a Trus t Asset in a [Group]
[or] [Subgr oup] indicating an Original Term to Maturity of 20 years in the Offering
Circular] [and not m ore than 180 months for a Trust Asset in a [Group] [or] [Subgr oup]
indicating an Original Term to Maturity of 15 years in the Offering Circular]. [For P ool
Number[s] ______ [and _______], we
obtaine d the pool description from
www.eMBS.com (“eMBS”) and compared the number of years to maturity from the pool
description for that Trust Asset to the Original Term to Maturity indicated in the Offering
Circular for the related [Group] [or] [Subgroup]and found them to be in agreement].

14.

We recomputed the sum of the current b alances of the T rust Assets [in each T rust Asset
Group] shown on Sche dule A ([each an] [the ] “Aggregate Balance”) and found [each]
such amount to be in agreem ent with the corresponding amount shown on Schedule A.
We determined that the Aggregate Balance [of the Group 1 Trust Assets][for each grou p
of Trust Assets[(net of any related portion
thereof pay able as part of the Trustee
Fee)][(other than the Group T Trust Assets)]] is not less than the aggregate Original Class
Principal Balance of the Securities [in the related Security Group].

V-16-4

15.

We compared the CUSIP Number, Trust Asset pool type, Trust Asset pool number, Trust
Asset pool suffix, Certificate Ra te, Issue Date, Maturity Da te and original principal
balance of each Trus t Asset show n on Sche dule A to th e correspon ding information
included in the Trus tee’s Rece ipt and Saf ekeeping Agreem ent provided to us by the
Trustee and found them to be in agreement.

16.

[NOTE: for Trust Asset Group(s) with Trust MBS; include Schedule C references for
simultaneously issued Underlying Certificates][Based upon the assumption that each

17.

Mortgage L oan underly ing each [related Group__ and Group ____] Trust As
set
[[and]underlying [Group [ ]] Ginnie Mae Certificate[s ]] s hown on Schedule A [and
Schedule C, respectively,] has a remaining term to maturity equal to its current WARM, a
loan age equal to its cu rrent WALA and an interest rate eq ual to its current WAC, using
the Trust Assets shown on Schedule A, the term s of the Securities s et forth in the Trust
Agreement, and the applicable definitions and methodologies set forth in the 20__-C__
Offering Circular und er the cap tion “Yield, Maturity and Pr epayment Considerations,”
and also assuming that (i) the underlying Mortga ge Loans prepay at each of the constant
rates of [PSA] [CPR] shown on Schedule B, (i i) p ayments on th e Tru st Asse ts an d the
Securities are received on the [16th] [20th] day of the month [in the case of the Group [1]
Trust Assets] [and the [16 th][20th] day of the month in the case of the Group [2] Trust
Assets][and][,] (iii) no redemption occurs, [[(iii)][(iv)] [in the case of Secu rity Group [ ],
the Non-Cash Fee is equal to __/__ of th
e princ ipal and inter est pa yments on each
underlying Group [ ] Ginnie Mae Certificate][consider removing—have not seen this
used in last 4 years] [and] [(iv)][(v)] no opti onal termination is exercised, we recomputed
(a) the W eighted Average Life of [each] [the ] Class of Callable Class Securities and (b)
the absolute and percentage differen ces between [each] such W eighted Average Life and
the Weighted Average Life for such Class se t forth in the 20__-C__ Offering Circular at
the corresponding constant ra te of [PSA] [CPR]. W e co mpared such recom puted
Weighted Average Lives, absolute differences and percentage differences (expressed as a
percentage of the W eighted Average Life se t forth in the 20__-C_ Offering Circular) to
the corresponding information shown on Schedule B and found them to be in agreement.

Using the T rust Asse ts on Schedule A and the term s of the Securitie s set f orth in the Trust
Agreement, and assuming (i) the timely payment of principal and interest on the Trust Assets and
(ii) that no expenses are incu rred (other than the Trustee Fee), we determ ined that paym ents on
the Trust Assets, net of any Trustee Fee, would be adequate to make full and timely payments of
principal and interest on the Callab le Class Sec urities and to reduce the Class Princ ipal Balance
of [the][each] Class of Callable Class Securities to zero by its Fi nal Distribution Date, in each
case, in accordance with the term s as se t forth in th e Trust Agreement regardless of the rate of
prepayments on the Mortgage Loans underlying the Trust Assets [or the level of [Index]].
It should be understood that
w e m ake no representations as
to (a) questions of legal
interpretation; (b ) th e s ufficiency o f the se p rocedures fo r you r pu rposes; (c ) the ac curacy of
any i nformation report ed [on ][in][e-Access,] [t he Underl ying Cert ificate Di sclosure
Document[s],] [t he Fact or R eport,][ the W eighted A verage Tape[s],][t he Ne w P ool T apes,]
[Bloomberg or orally obtained from the Informat ion Agent ][or eMBS]; (d) the a ccuracy of the

V-16-5

original principal balances set forth on th e Trustee’s Receipt, (e) the reas onableness of any of
the assumptions used above; or (f) whether the Weighted Average Lives of the Securities will
correspond to those on Schedule B.
We were not engaged to conduct, and did not co nduct, an examination, the objective of which is
the expression of an opinion on the above inform ation. Accordingly, we do not express such an
opinion. Had we perform ed additional proced ures, other m atters m ight have com e to our
attention that would have been reported to you, but such procedures would not necessarily reveal
any material misstatement of the inf ormation referred to abo ve. Furthermore, there will usua lly
be differences between the actual paym ents on the Trust Assets and the Securities as com pared
to the payments calculated in accordance with the assumptions and methodologies set forth in the
Offering Circular and describ ed h erein, becau se events and circum stances frequ ently do no t
occur as ex pected, and those differences m ay be material. We have no responsibility to update
this report for events and circumstances occurring after the date of this report.
This report is sole ly for the inf ormation and us e of the addressees a nd Ginnie Mae’s Financial
Advisor, solely in conn ection with its work on behalf of Ginnie Mae, in connection with the
issuance of t he Securities covered by the T rust Agreement and is no t intended to be and should
not be used by anyone other than these specified parties. It is no t to be used, ci rculated, quoted
or otherwise referred to for any other purpose, including but not lim ited to, the purc hase or sale
of the Securities, nor is it to be f iled with or referred to in whole or in part in the Trust
Agreement or th e Offering Circu lar or any other docum ent, except that reference may be m ade
to it in the S ponsor Agreement or in any list of clos ing documents pertaining to the issuance of
the Securities.
Yours truly,
[Accountants]

V-16-6

Schedule A
TRUST ASSETS

CUSIP

Pool
Number/
Pool
Suffix

Pool
Type

Original
Principal
Balance

Current
Principal
Balance

_______

_______

_______

_______

Aggregate Group __ Trust Assets:

_______

_______

Aggregate Group __ Trust Assets:

_______

_______

Issue
Date

Certificate
Rate

Maturity
Date

Current
Weighted
Average
Coupon

Current
Weighted
Average
Loan
Age

Current
Weighted
Average
Remaining
Term To
Maturity

Group
ID

Depository
Institution

V-16-7

Schedule B
[attach Schedule of Weighted Average Lives for Security Groups backed by Trust MBS]
[attach Schedule C, as needed]

V-16-8

FORM OF CLOSING FLOW OF FUNDS INSTRUCTION LETTER
FOR CALLABLE SECURITIES

V-17-0

CLOSING FLOW OF FUNDS INSTRUCTION LETTER
REGARDING THE TRANSFER OF FUNDS
BY THE SPONSOR TO THE TRUSTEE
AND THE SUBSEQUENT DISBURSEMENT OF FUNDS
BY THE TRUSTEE TO GINNIE MAE
_______________ __, 20___
[Trustee]
Ginnie Mae Callable Trust 20___-C__
Ladies and Gentlemen:
Reference is hereby made to the above-referenced transaction which is scheduled to close
on [____________ __, 20__ ] [the date here of] (the “Closing Date”). Capitalized terms used but
not defined herein have the m eanings ascribed to them in the Sponsor Agreem ent related to the
above-referenced transaction. On the Closing Date, using a de livery versus paym ent function,
simultaneously upon transfer to us (or our desi gnee) of the Class __ S ecurities of the abovereferenced trust, we shall transfer to you $____________ representing the Ginnie Mae Guaranty
Fee, which shall be disbursed to Ginnie Mae to cover the fees and expenses of those persons who
are to b e paid from the proceeds of the transa ction. W e he reby instruct you to disburse such
amount to Ginnie Mae via pay.gov.

*

*

*

*

*

*

*

V-17-1

If you have any questions, please call Ginn ie Mae’s Treasurer’s Division at (202) 7082257.
Very truly yours,
[Sponsor]
By:_______________________________
Its:_______________________________
cc: Ginnie
Treasurer’s

Mae
Division

[NOTE: THE EXECUTED VERSION OF THIS DOCUMENT SHOULD BE SCANNED AND
E-MAILED TO THE FOLLOWING PERSONS
AT GINNIE MAE’S TRE
ASURER’S
DIVISION: David.L.Ellis@hu
d.gov, Paula.A.Im
[email protected] and
[email protected]]

V-17-2

FORM OF CLOSING CHECKLIST AND TABLE OF CONTENTS
FOR CALLABLE SECURITIES

V-18-0

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
GUARANTEED CALLABLE PASS-THROUGH SECURITIES
GINNIE MAE CALLABLE TRUST 20__-C_
$___________ Aggregate Principal Amount
________ __, 20__
—————————————
PARTIES TO THE TRANSACTION
“Ginnie Mae”

Government National Mortgage Association

“Financial Advisor” or “FA” PricewaterhouseCoopers

LLP

“Legal Advisor” or “LA”

[Hunton & Williams LLP][Sidley Austin LLP]

“Sponsor” or “S”

__________________________

“Trust Counsel” or “TC”

__________________________

“Accountant” or “A”

__________________________

“Trustee” or “T”

__________________________

“Trustee’s Counsel” or “TeeC”

__________________________

“Information Agent”

BNY Mellon

“Book-Entry Depository”

The Federal Reserve Bank of New York

“Printer” __________________________

V-18-1

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
GUARANTEED CALLABLE PASS-THROUGH SECURITIES
GINNIE MAE CALLABLE TRUST 20__-C_
$___________ Aggregate Principal Amount
________ __, 20__
—————————————
TABLE OF CONTENTS
(Incorporating by Reference the January 1, 2014 Edition of the Guide
[, as amended through _______________, 20 ])
Responsible
Signatures Tab
Party

Document
I.

TRANSACTION INITIATION AND SPONSOR AGREEMENT
A. Transaction
B. Spons
C.

II. O

or Agreement ....................................................................

Standard Sponsor Provisions......................................................

GNMA

GNMA, S

1

TC

GNMA, S

2

LA N/A

3

FFERING DOCUMENTS
A. Of
B.

III.

Initiation Letter .......................................................

fering Circular ........................................................................

TC

N/A

4

A

A

5

TC

T

6

Trust Agreement, dated as of Closing Date, between the Trustee
and the Sponsor .......................................................................... TC

S, T

7

Standard Trust Provisions ..........................................................

LA

N/A

8

A Guaranty Agreement .....................................................

LA

GNMA

9

S

S

10

TC

S

12

Accountants’ Agreed-Upon Procedures Report concerning the
Offering Circular ........................................................................

ESTABLISHMENT OF THE TRUST AND ISSUANCE OF THE
SECURITIES
A.
B.
C.
D. GNM
E.
F. Issua

Trustee’s Receipt and Safekeeping Agreement (with Exhibit
provided by Trustee) ..................................................................

OID Pricing Letter .....................................................................
nce Statement .....................................................................

V-18-2

Responsible
Party
Signatures Tab

Document
IV.

OPINIONS OF COUNSEL AND ACCOUNTANTS’ AGREED-UPON
PROCEDURES REPORT
A. Opi

nions of Trust Counsel .........................................................

1. Transaction

Opinion ...................................................................

TC TC
TC TC

12

2. Tax

Opinion ...............................................................................

TC

TC

13

B. Opi

nion of Sponsor ....................................................................

S

S

14

C.

Opinion of Trustee’s Counsel ....................................................

TeeC TeeC

D.

Opinion of HUD General Counsel .............................................

LA

[Already
Signed]

16

E.

Accountants’ Agreed-Upon Procedures Report as of the
Closing Date ...............................................................................

A

A

17

S

S

18

TC

S

19

ry .....................................................................................

LA

N/A

20

king Group List ...................................................................

TC

N/A

21

F. Econom
V. MISCELL
A.

ANEOUS
Closing Flow of Funds Instruction Letter ..................................

B. Glossa
C. Wor

ic Representation Letter ................................................

15

V-18-3