Part 4 MBS Guide - Multifamily Transaction Docs

GINNIE MAE MULTICLASS SECURITIES PROGRAM

Government National Mortgage Association

MULTICLASS SECURITIES GUIDE

Part IV: Ginnie Mae Multifamily Transactions:
Multifamily Transaction Documents

July 1, 2023

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
MULTICLASS SECURITIES GUIDE
(July 1, 2023 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.

TRANSACTION GUIDELINES FOR THE GINNIE MAE MULTICLASS SECURITIES PROGRAM

C.

1.

General Overview .......................................................................................................................... I-2

2.

Transaction Information Web-Based Application - e-Access........................................................
I-3
e-Access

3.

Ginnie Mae Multiclass Securities Program Conventions...............................................................
I-4
Conventions

4.

Ginnie Mae Multiclass Securities Transaction Participants...........................................................
I-5
Participants

5.

Trust Counsel’s Responsibilities....................................................................................................
Responsibilities
I-6

6.

Post-Closing Matters with respect to Ginnie Mae Multiclass Securities Transactions .................. I-7

GINNIE MAE REMIC AND MX TRANSACTION DOCUMENTS
1.

[Reserved] ...................................................................................................................................... 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) ...................................................................................................................... I-10

3.

Base Offering Circular for Single Family REMIC and MX Transactions ................................... I-11

4.

Form of Offering Circular Supplement for Single Family REMIC and MX Transactions .......... I-12

5.

Form of Transfer Affidavit for REMIC Transactions .................................................................. I-13

6.

Form of Guaranty Agreement for Single Family REMIC and MX Transactions ........................ I-14

7.

Accountants’ Agreed-Upon Procedures Reports for Single Family REMIC and MX
Transactions
a.

Form of Accountants’ Agreed-Upon Procedures Report for Single Family REMIC and
MX transactions concerning the Offering Circular........................................................ I-15

(i)

b.
8.
E.

Accountants’ Agreed-Upon Procedures Report for Single Family REMIC and MX
Transactions as of Closing Date .................................................................................... I-16

Transactions................ I-17
Form of Closing Flow of Funds Instruction Letter for REMIC and MX Transactions

GLOSSARY
GLOSSARY............................................................................................................................................... I-18
PART II: GINNIE MAE MULTICLASS SECURITIES TRANSACTIONS:
ADDITIONAL SELECTED TRANSACTION DOCUMENTS

A.

INTRODUCTION.......................................................................................................................................II-1
INTRODUCTION
II-1

B.

II-2
CLOSING CHECKLIST AND TABLE OF CONTENTS FOR REMIC TRANSACTIONS ....................II-2

C.

TRUST AGREEMENTS FOR REMIC TRANSACTIONS

D.

E.

F.

1.

Form of Trust Agreement for REMIC Trusts (including Form of Waiver Agreement)
Agreement)................II-3
II-3

2.

REMIC Standard Trust Provisions
Provisions................................................................................................II-4
II-4

3.

Form of MX Trust Agreement ......................................................................................................II-5
II-5

4.

II-6
MX Standard Trust Provisions
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
Transactions.....................II-7
II-7

2.

Form of Issuance Statement for REMIC and MX Transactions ...................................................II-8
II-8

LEGAL OPINIONS for REMIC and MX Transactions
1.

Form of Transaction Opinion of Trust Counsel for REMIC and MX Transactions
Transactions......................II-9
II-9

2.

Form of Opinion of Sponsor for REMIC and MX Transactions.................................................II-10
Transactions
II-10

3.

Form of Tax Opinions of Trust Counsel for REMIC and MX Transactions
a.

Single REMIC ..............................................................................................................II-11
II-11

b.

Double REMIC: One Residual Security .......................................................................II-12
II-12

c.

Double REMIC: Two Residual Securities ....................................................................II-13
II-13

d.

II-14
MX (Grantor) Trust ......................................................................................................II-14

4.

Form of Opinion of Trustee’s Counsel for REMIC and MX Transactions
Transactions.................................II-15
II-15

5.

Opinion of HUD General Counsel ..............................................................................................II-16
II-16

GINNIE MAE REMIC TRUST ADMINISTRATION AND TAX REPORTING
REPORTING...................................II-17
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.

DOCUMENTS........................................................ IV-2
GINNIE MAE MULTIFAMILY TRANSACTION DOCUMENTS
1.

Transactions........................................ IV-3
Form of Offering Circular Supplement for Multifamily Transactions

2.

Multifamily Base Offering Circular
Circular............................................................................................ IV-4

3.

Form of Guaranty Agreement for Multifamily Transactions ...................................................... IV-5

4.

Accountants’ Agreed-Upon Procedures Reports for Multifamily Transactions
a.

Form of Accountants’ Agreed-Upon Procedures Report concerning the Offering Circular
for Multifamily Transactions ........................................................................................ IV-6

b.

Agreed-Upon Procedures Report as of Closing Date for Multifamily Transactions .... IV-7

* For multifamily transactions, additional transaction documents found in Parts I and II of the Multiclass
Securities Guide must be delivered, including the Sponsor Agreement, Transfer Affidavit, Closing Flow of Funds
Instruction Letter, Supplemental Statement, if applicable, REMIC Trust Agreement, MX Trust Agreement, if
applicable, Trustee’s Receipt and Safekeeping Agreement and the Issuance Statement. In addition, opinions of
counsel found in Part II of the Multiclass Securities Guide must be delivered, including the Transaction Opinion,
Sponsor Opinion, relevant Tax Opinions, Trustee’s Opinion and Opinion of HUD General Counsel.

PART V: GINNIE MAE MULTICLASS SECURITIES TRANSACTIONS:
CALLABLE SECURITIES
A.

GENERAL OVERVIEW: CALLABLE TRANSACTIONS .....................................................................V-1
V-1

B.

GINNIE MAE CALLABLE TRANSACTION DOCUMENTS
1.

Form of Offering Circular for Callable Securities ........................................................................V-2
V-2

2.

Form of Trust Agreement for Callable Trusts
Trusts...............................................................................V-3
V-3

3.

Standard Trust Provisions for Callable Trusts ..............................................................................V-4
V-4

4.

Form of Sponsor Agreement for Callable Trusts ..........................................................................V-5
V-5

5.

Standard Sponsor Provisions for Callable Trusts
Trusts..........................................................................V-6
V-6

6.

Form of Ginnie Mae Callable Securities Guaranty Agreement ....................................................V-7
V-7

7.

[Reserved] .....................................................................................................................................V-8
V-8

8.

Form of Accountant’s Agreed-Upon Procedures Report Concerning the Offering Circular
for Callable Securities
Securities...................................................................................................................V-9
V-9

(iii)

9.

Forms of Trustee’s Receipt and Safekeeping Agreement for Callable Securities
Securities.......................V-10
V-10

10.

Form of Issuance Statement for Callable Securities ...................................................................V-11
V-11

11.

Securities......................................V-12
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
V-13

13.

Form of Opinion of Sponsor for Callable Securities
Securities...................................................................V-14
V-14

14.

Form of Opinion of Trustee’s Counsel for Callable Securities ...................................................V-15
V-15

15.

Form of Accountants’ Agreed-Upon Procedures Report as of the Closing Date for
Callable Securities
Securities.......................................................................................................................V-16
V-16

16.

Form of Closing Flow of Funds Instruction Letter for Callable Securities
Securities.................................V-17
V-17

17.

Securities..................................V-18
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.

[Reserved] ................................................................................................................................... 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
Transactions

5.

Form of Offering Circular Supplement for SMBS Transactions ................................................ VI-6

6.

Form of Accountants’ Agreed-Upon Procedures Report concerning the Offering Circular
Transactions
for SMBS Transactions............................................................................................................................
VI-7

7.

Form of Guaranty Agreement for SMBS Transactions
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
Transactions

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

13.

Form of Transaction Opinion of Trust Counsel for SMBS Transactions
Transactions.................................. VI-14

14.

Form of Opinion of Sponsor for SMBS Transactions
Transactions............................................................... VI-15

(iv)

15.

Form of Tax Opinion of Trust Counsel for SMBS Transactions .............................................. VI-16

16.

Form of Opinion of Trustee’s Counsel for SMBS Transactions ............................................... VI-17

17.

Form of Accountants’ Agreed-Upon Procedures Report as of Closing Date for SMBS
Transactions .............................................................................................................................. VI-18
PART VII: GINNIE MAE HREMIC TRANSACTIONS:
HREMIC TRANSACTION DOCUMENTS*

A.

GENERAL OVERVIEW: HREMIC TRANSACTIONS ....................................................................... VII-1

B.

GINNIE MAE HREMIC TRANSACTION DOCUMENTS
1.

Transactions.......................................... VII -2
Form of Offering Circular Supplement for HREMIC Transactions

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 Sponsor Agreement, Transfer Affidavit, Closing Flow of Funds
Instruction Letter, Supplemental Statement, if applicable, REMIC Trust Agreement, MX Trust Agreement, if
applicable, Trustee’s Receipt and Safekeeping Agreement and the Issuance Statement. In addition, opinions of
counsel found in Part II of the Multiclass Securities Guide must be delivered, including the Transaction Opinion,
Sponsor Opinion, relevant Tax Opinions, Trustee’s Opinion and Opinion of HUD General Counsel.

(v)

GENERAL OVERVIEW: MULTIFAMILY TRANSACTIONS
The following description is intended to provide Participants with a general overview of
the operation and timing requirements of a typical Ginnie Mae Multiclass Securities offering in
which all of the Trust Assets are either Ginnie Mae Multifamily Certificates or Underlying
Certificates whose Trust Assets are Ginnie Mae Multifamily Certificates. Unless otherwise
indicated, definitions of capitalized terms are found in the glossary to the Ginnie Mae Multiclass
Securities Guide (the “Guide”) currently in effect.
Key Monthly Transaction Dates
Key monthly transaction dates for the Ginnie Mae Multiclass Securities Program (not
including securities issued pursuant to the Ginnie Mae Platinum Guide) are available on Ginnie
Mae’s website at www.ginniemae.gov two months prior to the month in which the transaction
closes. Such dates include the Final Structure Date, the Print Date, the Pool Information Date,
the Pool Wire Date and the Closing Date.
Initiating a Transaction
A Sponsor interested in sponsoring a Ginnie Mae Multiclass Securities offering initially
should contact Ginnie Mae Office of Capital Markets by telephone or email.
In the initial telephone inquiry, the potential Sponsor should be prepared to provide
Ginnie Mae with information and to respond to Ginnie Mae’s inquiries regarding the proposed
transaction. Following the initial telephone inquiry with the potential Sponsor, Ginnie Mae may
confer with the Financial Advisor and the Legal Advisor regarding the terms of the proposed
transaction and Ginnie Mae will consider whether the proposed transaction complies with the
provisions of the Guide. If a Sponsor intends to propose a structure that is novel or may raise
questions as to its compliance with the Guide, the Sponsor should inquire with Ginnie Mae at
least one month prior to the Final Structure Date of the month when the Sponsor expects to close
such transaction. Ginnie Mae reserves the right to disapprove a proposed transaction in its sole
and absolute discretion. If Ginnie Mae determines that the proposed transaction complies with
the provisions of the Guide, Ginnie Mae will open and designate a transaction number for the
proposed transaction and email that transaction number to the Sponsor.
The Sponsor will be expected to provide Ginnie Mae and the Financial Advisor with (a)
the proposed Securities Structure, (b) a Trust Asset list that describes the type(s) of Trust Assets
to be included in the related Trust and affirmation that any Underlying Certificates included in
the Trust will evidence, indirectly or directly, Ginnie Mae Certificates, (c) in the case of
Underlying Certificates evidencing interests in Freddie Mac or Fannie Mae Certificates, a
reference sheet or terms sheet (as applicable) from the related Underlying Certificate Disclosure
Document and (d) any other information Ginnie Mae or the Financial Advisor may request with
respect to the proposed transaction. The Sponsor must either own each Ginnie Mae Multifamily
Certificate or Underlying Certificate that it proposes to convey to the related trust or have the
right to acquire such certificate prior to the Pool Information Date.
The Sponsor is solely responsible for paying (a) the fees and expenses of Trust Counsel
and the Accountants and (b) the costs of composing and printing the Offering Circular
IV-1-1

Supplement. Ginnie Mae expects the Sponsor to pay these fees and expenses on or before the
Closing Date unless the Sponsor has made other arrangements satisfactory to the payee and to
Ginnie Mae.
Announcement on e-Access
The Financial Advisor will post an Announcement on e-Access within two Business
Days after the Final Structure Date. As soon as possible thereafter, the Sponsor will provide the
Trust Counsel with the information necessary to create a working group list for the transaction,
and the Trust Counsel will distribute the working group list.
Final Securities Structure
No later than the Final Structure Date for the transaction, the Sponsor will provide a copy
of the Securities Structure (including, but not limited to, paydown rules, accrual rules,
Structuring Ranges and notional rules) and information regarding the related Ginnie Mae
Multifamily Certificates (including, but not limited to, program of issuance, number of CLCs and
PLCs, remaining duration of CLCs and payment characteristics), and furnish copies of the
Underlying Certificate Disclosure Documents for any Underlying Certificates (that evidence
interests in Freddie Mac or Fannie Mae Securities) to be included in the Trust, to the
Accountants, Trust Counsel, the Financial Advisor, the Legal Advisor and Ginnie Mae. In
addition, the Sponsor will provide the Scheduled Principal Balances, if any, to the Financial
Advisor and the Accountants. The Sponsor will also direct Trust Counsel to confirm the
eligibility of the Ginnie Mae Multifamily Certificates that the Sponsor proposes to convey to the
related Trust to be included in a REMIC (i.e., that they are secured by real property and not by
equipment).
The Sponsor is required to perform calculations that will be included in the Offering
Circular Supplement using the actual Ginnie Mae Multifamily Certificates that the Sponsor
proposes to convey to the related Trust. For any Ginnie Mae Multifamily Certificate to be
conveyed to a Trust, the Sponsor should promptly, but no later than the Final Structure Date,
deliver to the Accountants the related prospectus, copies of the loan files for the related
Mortgage Loans and any additional information that the Sponsor has with respect to the
characteristics of that Ginnie Mae Multifamily Certificate that are required to be identified in the
Checklist. The Accountants will promptly, but no later than the Final Structure Date, verify the
characteristics of the Ginnie Mae Multifamily Certificates.
As soon as possible, and in any event within two Business Days following the release in
the proposed month of closing of the 7th Business Day tape for Ginnie Mae Multifamily
Certificates, the Sponsor must use such tape to calculate the outstanding principal balances of the
Ginnie Mae Multifamily Certificates proposed to be used as collateral in the transaction. If a 7th
Business Day tape is not available for a Ginnie Mae Multifamily Certificate, the Sponsor is
required to call the related issuer to ascertain the outstanding principal balance. The Sponsor
should also determine the status of each Mortgage Loan underlying a Ginnie Mae Multifamily
Certificate for the month of the proposed closing.

IV-1-2

The Sponsor will provide the Accountants with the information regarding the Ginnie Mae
Multifamily Certificates that it obtains from the 7th Business Day tape and the issuers and the
information that it has compiled about the underlying Mortgage Loans. The Accountants will
verify (a) the outstanding principal balance of each Ginnie Mae Multifamily Certificate against
the 7th Business Day tape and any information provided by the issuers and (b) the current status
of the Mortgage Loans.
When the characteristics of the Ginnie Mae Multifamily Certificates have been verified,
the Accountants and the Financial Advisor will recalculate the weighted average life tables, the
decrement tables and the REMIC disclosures by using those verified characteristics to create the
“7th Business Day draft” of the Offering Circular Supplement (described below).
Offering Circular
After the Securities Structure for a transaction is final, an Offering Circular Supplement,
will be drafted by Trust Counsel. The Accountants will supply a first draft of the terms
regarding the Securities Structure to be included in the Terms Sheet, in the offering document
and, if applicable, in the Schedules. The Sponsor will request and obtain CUSIP Numbers issued
by Standard and Poor’s CUSIP Bureau and will forward them electronically to Trust Counsel,
the Financial Advisor and the Legal Advisor. The Sponsor will also prepare and finalize an OID
prices letter, as required by the Sponsor Agreement. Exhibit A details certain information
regarding individual loans or pools to be included in multifamily transactions. The Sponsor will
provide Exhibit A and Updated Exhibits A for any Underlying Certificates, if any, to the
Financial Advisor and the Accountants. The Financial Advisor will submit information to the
printer with respect to each Security including the Final Distribution Date, decrement tables,
Weighted Average Life tables, detailed loan or pool information to be included in Exhibit A and
in the Updated Exhibits A for the Underlying Certificates, if any, and yield tables. Trust Counsel
will submit to the printer the tabular information regarding Underlying Certificates to be
included as Exhibit B to the Offering Circular Supplement. Trust Counsel will draft the Offering
Circular Supplement unless otherwise determined by Ginnie Mae in its sole and absolute
discretion. Throughout the drafting process, Trust Counsel will collect comments from the
parties and maintain a “master” of the Offering Circular Supplement. Only the Legal Advisor
may implement changes to the Multifamily Base Offering Circular at the request of Ginnie Mae.
On the Pool Information Date, the Sponsor will finalize the pool or pools of Ginnie Mae
Multifamily Certificates to be transferred to the Trust and will provide electronically to the
Trustee and the Accountants a list of the final Ginnie Mae Multifamily Certificates included in
the Trust. No addition of a Ginnie Mae Multifamily Certificate will be permitted after the Final
Structure Date and a previously listed Ginnie Mae Multifamily Certificate may be eliminated
only for the following reasons:
(a)

Full or partial prepayment of a Ginnie Mae Multifamily Certificate; or

(b)

Determination that a Mortgage Loan underlying a Ginnie Mae Multifamily
Certificate is delinquent.

IV-1-3

The Accountants will compare the list provided on the Final Structure Date to the list
provided on the Pool Information Date. Unless documentation exists to verify that proposed
changes are attributable to the reasons described above, no change will be permitted that varies
from the list provided by the Sponsor on the Final Structure Date.
In addition, with respect to all proposed transactions, the Sponsor should send the
Accountants, Trust Counsel, the Legal Advisor and the Financial Advisor a copy of their analysis
of the Weighted Average Life calculations of each Class comparing the results obtained using
Ginnie Mae Multifamily Certificate principal balances derived using the 7th Business Day tape
with the results obtained using the Ginnie Mae Multifamily Certificate principal balances derived
using the 15th Business Day tape. The Accountants will analyze the Ginnie Mae Multifamily
Certificates and compare their characteristics to the characteristics described in the Base Offering
Circular and the “7th Business Day draft” of the Offering Circular Supplement, confirming the
attributes listed and recomputing the Sponsor’s Weighted Average Life calculations. Trust
Counsel will advise the printer of any changes that should be made in the description of the
Ginnie Mae Multifamily Certificates that is included in the “7th Business Day draft” of the
Offering Circular Supplement.
Before the final Offering Circular Supplement is printed, the Accountants must provide
an agreed-upon procedures report (in the form provided in the Guide). The Accountants will
circulate drafts of this letter for comment, marked against the form in the Guide. In addition,
Ginnie Mae will receive written advice from the Financial Advisor.
As a condition to the printing of the Offering Circular Supplement, Ginnie Mae and the
Sponsor will execute a Sponsor Agreement (in the form provided in the Guide), which
incorporates by reference the Standard Sponsor Provisions. The Sponsor Agreement will
designate the Closing Date for the transaction and the conditions to the closing. In the Sponsor
Agreement, the Sponsor agrees, among other things, to establish the related Trust and to transfer
the Ginnie Mae Multifamily Certificates and any Underlying Certificates to the Trust in
consideration of the Ginnie Mae Securities. The Sponsor also agrees to pay the Ginnie Mae
Guaranty Fee and any applicable Ginnie Mae MX Combination Fee on the Closing Date. By
execution of the Sponsor Agreement, Ginnie Mae agrees to guarantee the Ginnie Mae Securities
issued by the related Trust or Trusts.
Trust Counsel will create and distribute a draft of the Sponsor Agreement several days
before the Offering Circular Supplement is printed. Trust Counsel will collect the Sponsor’s
signature on the Sponsor Agreement and hold that signature in escrow pending the Sponsor’s
final approval of the Offering Circular Supplement. The Legal Advisor will obtain Ginnie Mae’s
signature on the Sponsor Agreement and will hold it in escrow pending receipt of a final
accountants’ agreed upon procedures report concerning the Offering Circular, written advice to
Ginnie Mae from the Financial Advisor and final agreement to the Offering Circular Supplement
by the Legal Advisor, the Financial Advisor, Trust Counsel, the Sponsor and Ginnie Mae. After
these conditions are met and Trust Counsel has submitted the Sponsor’s signature to Ginnie Mae
and the Legal Advisor, the Legal Advisor will send Ginnie Mae’s signature to Trust Counsel.
Trust Counsel may then notify the printer to print the final Offering Circular Supplement.

IV-1-4

Once the Offering Circular Supplement is printed, the printer will send electronically the
entire Offering Circular Supplement, to the Information Agent for posting on e-Access.
Additionally, the Financial Advisor will post second announcements on e-Access for deals that
have been modified since originally structured.
Drafting and Review of Closing Documents
As soon as possible after the Print Date, the transaction parties will prepare and distribute
drafts of the following closing documents (the “Closing Documents”) for which they are
responsible, each marked against the forms of such documents in the Guide. All Closing
Documents should be drafted in compliance with the forms of such documents in the Guide. The
Closing Documents should be distributed to the Sponsor, Ginnie Mae, HUD OGC, the applicable
Legal Advisor, Trust Counsel, the Trustee, Trustee’s counsel, the Accountants and the Financial
Advisor for comment.
Trust Counsel will prepare and distribute drafts of the Trust Agreement(s), the Trustee’s
Receipt and Safekeeping Agreement, the Closing Flow of Funds Instruction Letter, the Issuance
Statement, the form of Security for Certificated Securities, the Transaction Opinion, the REMIC
tax opinion and, if applicable, the MX tax opinion and the Waiver Agreement (for deals
involving Construction Loan Certificates). A Waiver Agreement is executed by the Contracted
Security Purchaser of the Ginnie Mae Construction Loan Certificates, irrevocably waiving the
right of the Contracted Security Purchaser of any such Ginnie Mae Construction Loan Certificate
to withhold its consent to extensions of the applicable Maturity Date of such Ginnie Mae
Construction Loan Certificate, for a period that, in the aggregate, may not exceed the term of the
underlying Mortgage Loan insured by FHA. The Waiver Agreement for any transaction must be
executed before the date on which the final Offering Circular Supplement is printed.
Trust Counsel will distribute the Trustee’s Receipt and Safekeeping Agreement (using
the applicable form included in the Guide), dated as of the Pool Wire Date, at least one Business
Day before the Pool Wire Date. Trust Counsel will follow-up with all interested parties to assure
that the transfer of the Ginnie Mae Multifamily Certificates and any Underlying Certificates can
take place on the Pool Wire Date.
Trust Counsel will also distribute drafts of the Certificated Securities and the Issuance
Statement no later than the Pool Wire Date. In addition, Trust Counsel will prepare a Transfer
Affidavit (using the form attached as an exhibit to the Standard Trust Provisions) and arrange for
its execution by the initial purchaser of each Residual Security and for delivery of the executed
document no later than the business day before the Closing Date. The Sponsor, or an affiliate of
the Sponsor, must sign a Transfer Affidavit even though it is permissible to transfer a Residual
Security to a third party on the Closing Date if the third party also signs a Transfer Affidavit.
The Sponsor, or the Trust Counsel on its behalf, will prepare and distribute drafts of the
Sponsor’s opinion (unless the Transaction Opinion includes the opinions that otherwise would be
covered in the Sponsor’s opinion). Trustee’s counsel will prepare and distribute drafts of their
opinion. The Accountants will prepare and distribute drafts of their closing agreed-upon
procedures report, marked against the form in the Guide. The Legal Advisor will prepare and
distribute a draft of the Guaranty Agreement to Trust Counsel and Ginnie Mae. The Financial
IV-1-5

Advisor will prepare and distribute drafts of its written advice to Ginnie Mae and the Legal
Advisor.
Pool Information Date
On the Pool Information Date, the Sponsor will finalize the pool or pools of Trust Assets
to be transferred to the Trust and will provide a list electronically of the final Trust Assets to the
Trustee. In addition, no later than the Pool Information Date, the Sponsor will deliver or cause to
be delivered to the Information Agent, one copy of the Underlying Certificate Disclosure
Document for each Underlying Certificate that evidences an interest in Freddie Mac or Fannie
Mae Securities included in the Trust, if any.
Pool Wire Date
On the Pool Wire Date, the Sponsor will transfer the Ginnie Mae Multifamily Certificates
and Underlying Certificates, if any, to the Trustee Limited Purpose Account at the Book-Entry
Depository or the Trust Asset Depository Account, as applicable. If the Trust Assets delivered
by a Sponsor on the Pool Wire Date are subject to a repurchase agreement or other lending
arrangement between the Sponsor and a repo or other lender (as used in the Ginnie Mae
Multiclass Securities Guide, the term repo lender includes a repo lender or any other lender
having a lien on the Trust Assets and any intermediary bank acting on behalf of such lender), the
Sponsor is reminded to communicate with repo lenders well in advance of the Pool Wire Date to
assure expeditious transfer of the Ginnie Mae Multifamily Certificates. In connection with this
transfer, the Trustee will execute a Trustee’s Receipt and Safekeeping Agreement prepared and
distributed by Trust Counsel, dated as of the Pool Wire Date. The Accountants will provide a
list of the Trust Assets to the Trustee for comparison to the Trust Assets delivered by the
Sponsor. The Trustee will attach to the Trustee’s Receipt and Safekeeping Agreement the list of
Ginnie Mae Multifamily Certificates obtained via e-Access from the Accountants. If the Trustee
discovers any errors on the schedule, the Trustee may correct the errors by hand as long as the
Trustee sends the corrections to the Sponsor, the Accountants and the Financial Advisor.
The Sponsor will provide registration instructions for the Certificated Securities to Trust
Counsel and the Trustee no later than the Pool Wire Date. Trust Counsel will use these
instructions to create the Securities, and the Trustee will use the instructions for purposes of
making the first distribution.
Pre-closing
Pre-closing will occur on the Business Day before the Closing Date. Ginnie Mae expects
all issues to be resolved and all Closing Documents to be finalized by the close of business on
the day of the pre-closing. All Closing Documents will be executed and delivered to Trust
Counsel by pre-closing and Trust Counsel will distribute electronic copies of final, fully
executed versions of the Closing Documents and of the Sponsor Agreement to Ginnie Mae and
the Legal Advisor. All opinions are to be dated the Closing Date.
A Supplemental Statement and an investor letter to Ginnie Mae confirming the related
investor’s decision regarding the affected securities, in substantially the forms attached as
Exhibits 3 and 4 to the Standard Sponsor Provisions in the Guide, will be required if the actual
IV-1-6

characteristics of the Trust Assets are such that there is a material change in the investment
characteristics of any Class as described in the applicable Offering Circular Supplement, if there
is a 10% or greater change in the projected Weighted Average Life (“WAL”) of any Class at the
pricing prepayment speed or for a short-duration bond (a bond with a WAL of two years or less),
if there is a difference of three months or more in the WAL, or in the case of any other material
changes to the disclosure in the Offering Circular Supplement. Trust Counsel is responsible for
drafting and distributing to the transaction parties a Supplemental Statement and an investor
letter as soon as possible upon discovery of the change or variance necessitating the
Supplemental Statement. The Financial Advisor will post the final agreed upon Supplemental
Statement on e-Access as soon as possible after it is finalized, but no later than the Closing Date.
Any Supplemental Statements being prepared after the Closing Date will require additional
considerations and the consent of Ginnie Mae. Ginnie Mae reserves the right to require an
investor letter for any Supplemental Statement, but may choose to waive this requirement.
The Trustee will follow the applicable Guidelines, as amended from time to time, to issue
the Book-Entry Securities. The Sponsor and Trustee will confer and agree on the method of
delivery for the Certificated Securities. Trust Counsel will print each Certificated Security on
safety paper.
The Closing Flow of Funds Instruction Letter prepared by Trust Counsel will be signed
by the Sponsor and delivered to the Trustee.
The Legal Advisor will provide the final Guaranty Agreement for Ginnie Mae’s
signature. After receiving advice from the Legal Advisor and Financial Advisor, Ginnie Mae
will execute the Guaranty Agreement and deliver it in escrow to Trust Counsel.
Closing
On the Closing Date, the Sponsor will establish the Trust and transfer the Trust Assets to
the Trust pursuant to the applicable Trust Agreement. The Trustee will submit the Ginnie Mae
Guaranty Fee and any applicable Ginnie Mae MX Combination Fee to Ginnie Mae. To submit
payments directly to Ginnie Mae’s Office of Finance, the Trustee must access the pay.gov
website and follow the online instructions. For additional assistance, please contact Ginnie
Mae’s Treasurer Division by phone at 202-475-4957. Pay.gov allows Trustees to make
payments via Automated Clearing House (ACH) or credit card via the internet. The pay.gov site
is available 24 hours a day, 7 days a week (holidays included) for Trustees to submit payments;
however, ACH payment processing follows the Federal Reserve holiday schedule.
The Trustee will issue the Book-Entry Securities from the Trustee Issuer Account at the
Book-Entry Depository (where the Book-Entry Depository will have posted the Book-Entry
Securities pending settlement) to the Security Account designated by the Sponsor or its repo
lender (if applicable) maintained at the Book-Entry Depository. In addition, the Trustee will
authenticate and deliver all Certificated Securities at the closing pursuant to instructions provided
by the Sponsor or its repo lender (if applicable).

IV-1-7

All actions to be taken upon the Closing Date will be deemed to have taken place
simultaneously, and no delivery or payment made at the closing will be considered to have been
finally made until all actions taken at the closing are completed.
The Financial Advisor will post the Supplemental Statement, if any, and the REMIC
Relay File.
Post-Closing
Within thirty days of the Closing Date, Trust Counsel will provide an electronic copy of
each of the Closing Documents, by means acceptable to Ginnie Mae, to each transaction
participant as set forth in Part I of the Guide. Upon request, Trust Counsel will distribute
originals of the Closing Documents to Ginnie Mae.
Procedures applicable to certain requests for amendment of the Trust Agreement and MX
Trust Agreement, if any, are set out in the Guide in the document entitled “Ginnie Mae
Multiclass Securities Program — Post-Closing Matters with respect to Ginnie Mae Multiclass
Securities Transactions.”

IV-1-8

GINNIE MAE MULTIFAMILY TRANSACTION DOCUMENTS
Most of the forms of transaction documents for Ginnie Mae Multifamily transactions are
found in Part I and Part II of this Guide. Part I of this Guide includes the Glossary, Standard
Sponsor Provisions, Sponsor Agreement, Transfer Affidavit and Closing Flow of Funds Letter
for REMIC transactions. Part II of this Guide includes the REMIC Standard Trust Provisions,
MX Standard Trust Provisions and the forms of Closing Checklist, REMIC Trust Agreement,
MX Trust Agreement, Trustee’s Receipt and Safekeeping Agreement, Issuance Statement,
Transaction Opinion, Sponsor’s Opinion, Tax Opinions, Trustee’s Counsel’s Opinion and
Opinion of HUD General Counsel for REMIC transactions. These documents apply to all
REMIC transactions, regardless of whether the transaction is a single family or multifamily
transaction.

IV-2-1

FORM OF OFFERING CIRCULAR SUPPLEMENT
FOR MULTIFAMILY TRANSACTIONS

IV-3-0

[As of July 1, 2023 v2]
Offering Circular Supplement
(To Multifamily Base Offering Circular
dated [ ], 20[ ])

]

$[

Government National Mortgage Association
GINNIE MAE®
Guaranteed Multifamily REMIC Pass-Through Securities [and MX Securities]
Ginnie Mae REMIC Trust 20[ ] - [ ]
The Securities

Class of
REMIC Securities

The Trust will issue the Classes of Securities
listed on the front cover of this offering
circular supplement.
The Ginnie Mae Guaranty
Ginnie Mae will guarantee the timely
payment of principal and interest on the
securities. The Ginnie Mae Guaranty is
backed by the full faith and credit of the
United States of America. Ginnie Mae does
not guarantee the payment of any Prepayment
Penalties.
The Trust and its Assets
The Trust will own [(1)] [the Ginnie Mae
Multifamily Certificates described on Exhibit
A] [and] [(2)] [a] [certain previously issued
multifamily certificate[s]].

Original
Principal
Balance(3)

Interest Principal
Rate
Type(4)

Interest
Type(4)

CUSIP
Number

Final
Distribution
Date(5)

[Security Group 1]
A....................................... $
B.......................................
Z.......................................
IO[(1)]..............................
[Security Group 2]
C........................................
D................................…...

%
[(6)]

[Security Group 3]
E.......................................
Residual
[R][RR]...............................

0

0.0

NPR

NPR

[These Securities may be exchanged for MX Securities described in Schedule I to this Supplement.]
[These securities are] [This security is] not entitled to distributions of any Accrual Amounts. See "Terms Sheet —
Allocation of Principal" in this Supplement.
(3) Subject to increase as described under "Increase in Size" in this Supplement. [The amount shown for [the] [each]
Notional Class (indicated by "NTL" under Principal Type) is its original Class Notional Balance and does not
represent principal that will be paid.]
(4) As defined under "Class Types" in Appendix I to the Multifamily Base Offering Circular. [The Class Notional
Balance of [the] [each] [Notional Class] will be reduced as shown under "Terms Sheet –Notional Class[es[" in
this Supplement.
(5) See "Yield, Maturity and Prepayment Considerations — Final Distribution Date" in this Supplement.
(6) See "Terms Sheet — Interest Rates" in this Supplement.
(1)
(2)

The securities may not be suitable investments for you. You should consider carefully the
risks of investing in them.
See "Risk Factors" beginning on page S-[ ] which highlights some of these risks.
The Sponsor[,] [the Co-Manager] [and] [the Co-Sponsor] will offer the securities from time to time in negotiated
], 20[ ].
transactions at varying prices. We expect the closing date to be [
You should read the Base Offering Circular for Guaranteed Multifamily REMIC Pass-Through Securities, Chapter
31 [and Chapter 32] of the Ginnie Mae Mortgage-Backed Securities Guide 5500.3, as amended, and this
Supplement.
The securities are exempt from registration under the Securities Act of 1933 and are "exempted securities" under
the Securities Exchange Act of 1934.

[SPONSOR]

[CO-MANAGER]

The date of this Offering Circular Supplement is [

[CO-SPONSOR]
], 20[ ].
IV-3-1

AVAILABLE INFORMATION
You should purchase the securities only if you have read and understood the following
documents:
•

this Offering Circular Supplement (this "Supplement")[,] [and]

•

the Base Offering Circular for Guaranteed Multifamily REMIC Pass-Through
Securities dated as of [ ] 1, 20[ ] (hereinafter referred to as the "Multifamily Base
Offering Circular")[,] [and]

•

Chapter 31 [and Chapter 32] of the Ginnie Mae Mortgage-Backed Securities Guide
5500.3, as amended (the "MBS Guide")[.] [and]

•

[in the case of the Group [ ] [and Group [ ]] Securities, the disclosure document[s]
relating to the Underlying Certificate[s] (the "Underlying Certificate Disclosure
Document[s]").]

The Multifamily Base Offering Circular[,] [and] the MBS Guide [and the Underlying
Certificate Disclosure Document[s]] are available on Ginnie Mae's website located at
http://www.ginniemae.gov ("ginniemae.gov").
If you do not have access to the internet, call BNY Mellon, which will act as information
agent for the Trust, at (800) 234-GNMA, to order copies of the Multifamily Base Offering Circular
and the MBS Guide.
In addition, you can obtain copies of the disclosure documents related to the Ginnie Mae
Multifamily Certificates by contacting BNY Mellon at the telephone number listed above.
Please consult the standard abbreviations of Class Types included in the Multifamily Base
Offering Circular as Appendix I and the glossary included in the Multifamily Base Offering
Circular as Appendix II for definitions of capitalized terms.
______________________
TABLE
BLE OF
O CONTENTS
Page

Page

[Schedule I: Available Combination[s] . S-I1]
[Schedule II:
Scheduled Principal
Balances ........................................S-II-1]
Exhibit A: Characteristics of the Ginnie
Mae Multifamily Certificates and
the Related Mortgage Loans ............. A-1
[Exhibit B: Underlying Certificate[s] ......B-1
Exhibit C: Updated Exhibit[s] A.......... C-1]

Terms Sheet ............................................. S-3
Risk Factors ........................................... S-13
[The Ginnie Mae Multifamily
Certificates] [The Trust Assets] ..... S-23
Ginnie Mae Guaranty ............................. S-30
Description of the Securities .................. S-30
Yield, Maturity and Prepayment
Considerations ................................ S-37
Certain United States Federal Income
Tax Consequences .......................... S-52
ERISA Matters ....................................... S-54
Legal Investment Considerations ........... S-55
Plan of Distribution ................................ S-55
Increase in Size ...................................... S-55
Legal Matters ......................................... S-55
S-2

IV-3-2

TERMS SHEET
This terms sheet contains selected information for quick reference only. You should read
this Supplement, particularly "Risk Factors," and each of the other documents listed under
"Available Information."
Sponsor: [

]

[Co-Manager:

]

[Co-Sponsor:

]

Trustee: [

]

Tax Administrator: The Trustee
Closing Date: [

], 20[

]

Distribution Date: The 16th day of each month or, if the 16th day is not a Business Day, the first
Business Day thereafter, commencing in [
] 20[ ].
[Security Group[s]: This series of Securities consists of [one] [multiple] Security Group[s] [(each
a "Group"), as shown on the front cover of this Supplement] [and on Schedule I to this
Supplement]. [The Group [ ] Trust Assets consist of [ ] subgroups, Subgroup [ ] and Subgroup
[ ] (each, a "Subgroup"), as shown in Exhibit A to this Supplement.] [Except in the case of [MX
Class[es] [ ] and [ ]] [[a] certain MX Class[es] in Groups [ ] and [ ],]] [p][P]ayments on each
Group will be based solely on payments on the Trust Asset Group with the same numerical
designation.]
[NOTE TO TRUST COUNSEL: In the event there are subgroups in your deal, references to
Groups throughout this Supplement may need to be modified to refer to Subgroups.]
Composition of the Trust Assets[*]:
[The Ginnie Mae Multifamily Certificates will consist of:] [For the [Group [ ] Securities]
[Subgroup [ ] Trust Assets], the Trust Assets consist of Ginnie Mae Multifamily Certificates which
will include:]
[(i)[## ([number])] fixed rate Ginnie Mae Project Loan Certificate[s], which [has a] [have an
aggregate] balance of approximately $[
] as of the Cut-off Date ][and]
[(ii)[## ([number])] fixed rate Ginnie Mae Construction Loan Certificate[s], which [has a] [have
an aggregate] balance of approximately $[
] as of the Cut-off Date.]
_________________

[* [One] Ginnie Mae Construction Loan Certificate that is scheduled to convert after the date of

this Supplement, but [on] [or] [prior to] the Closing Date, is included as a Ginnie Mae Project
Loan Certificate throughout this Supplement. See "Characteristics of the Ginnie Mae
Multifamily Certificates and the Related Mortgage Loans" in Exhibit A to this Supplement.]

[For the Group [ ] Securities, the Trust Assets consist of [an] Underlying Certificate[s]. The
aggregate [principal] [notional] balance of the [Group] [Subgroup] [ ] Trust Assets is $[
]
[and the aggregate [principal] [notional] balance of the [Group] [Subgroup] [ ] Trust Assets is $[
], in each case] as of [NOTE TO TRUST COUNSEL: insert month and year of closing].
Certain information regarding the Underlying Certificate[s] is set forth in Exhibit B to this
S-3

IV-3-3

Supplement. Certain information regarding the Ginnie Mae Multifamily Certificates and the
related Mortgage Loans underlying the Underlying Certificate[s] (the "Group [ ] Underlying
Certificate Trust Assets") is set forth in the [respective] updated Exhibit A for [each of] the
Underlying Certificate[s] (the "Updated Exhibit[s] A") in Exhibit C to this Supplement.]
[NOTE TO TRUST COUNSEL: FOR AN ALL REREMIC DEAL: Ginnie Mae Multifamily
Certificates and Mortgage Loans: As used in this Supplement, the terms Ginnie Mae
Multifamily Certificate, Ginnie Mae Project Loan Certificate, Ginnie Mae Construction Loan
Certificate and Mortgage Loan refer to such certificates or loans underlying the Underlying
Certificates. The Trust does not directly hold any Ginnie Mae Multifamily Certificates or
Mortgage Loans.]
Certain Characteristics of the Ginnie Mae Multifamily Certificates and the Related
Mortgage Loans Underlying the [Group [ ]] Trust Assets[(1)]:
[The Ginnie Mae Multifamily Certificates and the related Mortgage Loans [underlying the [Group
[ ]] Trust Assets] will have the following characteristics, aggregated on the basis of the applicable
FHA insurance program [or Section 538 Guarantee Program]:

FHA
Insurance
Program[/
Section 538
Guarantee
Program]
[Security
Group
[
]
Subgroup [ ]]

Principal
Balance

Number
of
Trust
Assets [(5)]

Percent
of
Total
Balance

Weighted
Average
Mortgage
Interest
Rate
(4)

Weighted
Average
Certificate
Rate

Weighted
Average
Original
Term to
Maturity
(2)[(3)]
(in months)

Weighted
Weighted
Average
Average
Period
Remaining
from
Term to
Maturity[(3)] Issuance(2)
(in months) (in months)

Weighted
Average
Remaining
Lockout
Period
(in months)

Weighted
Average
Total
Remaining
Lockout and
Prepayment
Penalty
Period
(in months)

Total/Weighted
Average:

(1) As of [ ], 20[ ] (the "Cut-off Date")[; includes Ginnie Mae Multifamily Certificates added to pay the Trustee
Fee.] [Does not include Ginnie Mae Multifamily Certificates that will be added to pay the Trustee Fee.] Some
of the columns may not foot due to rounding.
(2) [Based on the issue date of the related Ginnie Mae Multifamily Certificate.]
(3) [Based on the assumption that each Ginnie Mae Construction Loan Certificate will convert to a Ginnie Mae
Project Loan Certificate.]
(4) [For Pool Number [ ], based on the Mortgage Interest Rate and Certificate Rate in effect on or prior to the date
of conversion to a Ginnie Mae Project Loan Certificate. See Exhibit A to this Supplement.]
[(5) One Ginnie Mae Project Loan Certificate is backed by two Mortgage Loans, the details of which are disclosed
separately. See "Characteristics of the Ginnie Mae Multifamily Certificates and the Related Mortgage Loans" in
Exhibit A to this Supplement.]

The information contained in this chart has been collected and summarized by the Sponsor [and
the Co-Manager] based on publicly available information, including the disclosure documents for
the Ginnie Mae Multifamily Certificates. See "[The Ginnie Mae Multifamily Certificates][The
Trust Assets]—The Mortgage Loans" and Exhibit A to this Supplement. [See Exhibit C to this
Supplement for certain information regarding the characteristics of the Mortgage Loans
underlying the Underlying Trust[s] in Security Group [ ]].]

S-4

IV-3-4

[NOTE: FOR AN ALL REREMIC DEAL: Certain information regarding the characteristics
of the Ginnie Mae Multifamily Certificates and the related Mortgage Loans underlying the
Underlying Certificates is provided in Exhibits A and B to the Supplement.]
Lockout Periods and Prepayment Penalties: [None of the Mortgage Loans have remaining
lockout periods.] [For Security Group [ ],] [Certain of the] [The] Mortgage Loans prohibit
voluntary prepayments during specified lockout periods with remaining terms that range from [ ]
to [ ] month[s]. The [Group [ ]] Mortgage Loans have a weighted average remaining lockout
period of approximately [ ] month[s]. [For Security Group [ ], [[C][c]ertain of] the Mortgage
Loans prohibit voluntary prepayments during specified lockout periods with remaining terms that
range from [ ] to [ ] months. [See the Updated Exhibit[s] A in Exhibit C for additional information
with respect to remaining lockout periods of the Mortgage Loans underlying the Group [ ]
Underlying Certificate Trust Assets.] [Certain of the Mortgage Loans [in Security Group[s] [ ]
and [ ]] are insured under FHA insurance program Section 223(f), which, with respect to certain
mortgage loans insured thereunder, prohibits prepayments for a period of five (5) years from the
date of endorsement, regardless of any applicable lockout periods associated with such mortgage
loans.] [Certain of the] [The] Mortgage Loans provide for payment of Prepayment Penalties
during specified periods beginning on the applicable lockout period end date [or, if no lockout
period applies, the applicable Issue Date]. In some circumstances FHA may permit an FHAinsured Mortgage Loan to be refinanced or prepaid without regard to any lockout[, statutory
prepayment prohibition] or Prepayment Penalty provisions. See "[The Ginnie Mae Multifamily
Certificates][The Trust Assets] — Certain Additional Characteristics of the Mortgage Loans
[NOTE TO TRUST COUNSEL: For an all Re-REMIC deal: [Underlying the Underlying
Certificate[s]"]" and "Characteristics of the Ginnie Mae Multifamily Certificates and the Related
Mortgage Loans"[, in the case of the Group [ ] Securities,] [in Exhibit A to this Supplement] [and,
in the case of the Group [ ] Securities,] [in the Updated Exhibits A in Exhibit C to this Supplement].
Prepayment Penalties received by the Trust will be allocated as described in this Supplement.
Issuance of Securities: The Securities, other than the Residual Securities, will initially be issued
in book-entry form through the book-entry system of the U.S. Federal Reserve Banks (the
"Fedwire Book-Entry System"). The Residual Securities will be issued in fully registered,
certificated form. See "Description of the Securities — Form of Securities" in this Supplement.
[Modification and Exchange: If you own exchangeable Securities, you will be able, upon notice
and payment of an exchange fee, to exchange them for a proportionate interest in the related
Securities shown on Schedule I to this Supplement. [Under certain circumstances, [an MX Class
that is a Weighted Average Coupon Class] [[Each of] Class[es] [ ] [and [ ]] will be subject to
mandatory exchange, with no exchange fee, for its related REMIC Securities.] See "Description
of the Securities — Modification and Exchange" in this Supplement.]
[Increased Minimum Denomination Class[es]: [None] [Each Class that constitutes a[n]
[Principal Only][,] [Interest Only] [or] [[Interest Only] Inverse Floating Rate] Class] [and Class[es]
[NOTE TO TRUST COUNSEL: INSERT MX CLASSES SUBJECT TO FORCED
EXCHANGE] [and [ ]]]. See "Description of the Securities—Form of Securities" in this
Supplement.]
Interest Rates: [The Interest Rate[s] [for the Fixed Rate Class[es]] [for Class [ ]] [is] [are] shown
on the front cover of this Supplement [or on Schedule I to this Supplement].]

S-5

IV-3-5

[The Variable Rate Class[es] will bear interest at [the] per annum rate[s] specified on the front
cover of [or described in] this Supplement.]
[The [Floating Rate] [and] [Inverse Floating Rate] Class[es] will bear interest at [a] per annum
rate[s] based on [one-month CME Term SOFR (hereinafter referred to as "CME Term SOFR ")] 1
or [a 30-day compounded average of the Secured Overnight Financing Rate ("SOFR") (hereinafter
referred to as "30-day Average SOFR")] as follows: [NOTE TO TRUST COUNSEL: Organize
Classes by Security Group.]

Class

Interest Rate
Formula[(1)]

Initial
Interest
Rate([2])

Minimum
Rate

Security
Group 1
Class [ ]

Maximum
Rate

Delay
(in days)

[CME Term
SOFR] [or]
[30-day
Average
SOFR]
for Minimum
Interest Rate

Security
Group 2
Class [ ]
(1) [CME Term SOFR] [and] [30-day Average SOFR] will be established as described under "Description of the
Securities—Interest Distributions—[Floating Rate] [and] [Inverse Floating Rate] Class[es]" in this Supplement.]
(2) [The initial Interest Rate will be in effect during the [first Accrual Period]; the Interest Rate will adjust [monthly]
thereafter.]

[The Weighted Average Coupon Class[es] [(other than the MX Class[es])] will bear interest during
each Accrual Period at [a] per annum Interest Rate[s] based on[, in the case of Group [ ]],[[either]
the Weighted Average Certificate Rate of the [Group [ ]] Ginnie Mae Multifamily Certificates
("[Group [ ]] WACR")] [or,] [in the case of [Subgroup] Group [ ],] [the interest rate] [the weighted
average of the interest rates] of the Underlying Certificate[s] [for [Subgroup] Group [ ]], [weighted
based on the outstanding [notional] [principal] balance of [each] [the] Underlying Certificate [for
[Subgroup] Group [ ]] for the related Distribution Date (before giving effect to any payments on
such Distribution Date)] ("[Subgroup] [Group [ ]] WACR")] [or, in the case of Group [ ], the
interest rate payable on the Group [ ] Underlying Certificate[s] (the "Group [ ] WACR")] as
follows: [NOTE TO TRUST COUNSEL: Organize Classes by Security Group and include
applicable paragraphs from below.]
Security Group 1
[Class [ ] will bear interest during each Accrual Period at a per annum rate equal to [the lesser
of WACR and [ ]%] [[Group [ ]] WACR].]
Security Group 2

NOTE TO TRUST COUNSEL: CME Term SOFR is permitted only for security groups wholly
backed by Adjusted CME Term SOFR Underlying Certificates.
1

S-6

IV-3-6

[Class [ ] will bear interest during each Accrual Period at a per annum rate equal to the lesser of [
]% and [Group [ ] WACR.]
[Class [ ] will bear interest during each Accrual Period at a per annum rate equal to [Subgroup [
]] [Group [ ]] WACR [less [ ]%].]
Class [IO] will bear interest during each Accrual Period at a per annum rate equal to [the product
of (i) [ ]% and (ii)] [Group [ ]] WACR less the [weighted average of the applicable] Interest
Rate[s] for Class[es] [ ][, [ ] and [ ]] for that Accrual Period, weighted based on the Class
[or Component] Principal Balance of [each] such Class [or Component] for the related Distribution
Date (before giving effect to any payments on such Distribution Date).
[[Each of] Class[es] [ ] [and [ ]] is a Weighted Average Coupon Class that will bear interest during
each Accrual Period at an equivalent annualized rate derived by aggregating the accrued interest
on its related REMIC [and MX] Classes for that Accrual Period expressed as a percentage of its
outstanding [principal] [or] [notional] balance[, as applicable,] for that Accrual Period[, subject to
certain limitations as set forth under "Description of the Securities — Modification and Exchange"
in this Supplement].]
[[Each of] Class[es] [ ] [and [ ]] is a Weighted Average Coupon Class that will bear interest during
each Accrual Period at an equivalent annualized rate derived by aggregating the accrued interest
on [NOTE TO TRUST COUNSEL: For an all notional Re-REMIC group: [the Group [ ] Trust
Assets] [its related Components] for that Accrual Period expressed as a percentage of its
outstanding principal balance for that Accrual Period.]
[The Weighted Average Coupon] Class[es] [[ ] and [ ]] will bear interest during the initial Accrual
Period at the following approximate Interest Rate[s]: [NOTE TO TRUST COUNSEL: Organize
Classes by Security Group.]
Approximate
Initial Interest Rate

Class
Security Group [ ]

[ ] ........................................................................
[ ] ........................................................................

%

]
[Allocation of Principal: On each Distribution Date, a percentage of the [Subgroup [ ]] Principal
Distribution Amount will be applied to the Trustee Fee, and the remainder of the [Subgroup [ ]]
Principal Distribution Amount (the "[Subgroup [ ]] Adjusted Principal Distribution Amount") and
the [[ ] Accrual Amount[s]] will be allocated[, concurrently,] [as follows:] [in the following order
of priority:]
[Allocation of Principal: On each Distribution Date, the following distributions will be made to
the related Securities:

S-7

IV-3-7

[SECURITY GROUP 1
[The Group 1 Principal Distribution Amount] [A percentage of the Group 1 Principal Distribution
Amount will be applied to the Trustee Fee, and the remainder of the Group 1 Principal Distribution
Amount [(the "Group 1 Adjusted Principal Distribution Amount")]] [and the [ ] Accrual Amount]
will be allocated as follows:
[NOTE TO TRUST COUNSEL: When describing a "sequential" paydown rule, use language
similar to the following: "Sequentially, to A and B, in that order . . ." When describing a
"concurrent" paydown rule, use language similar to the following: "Concurrently, to A and B, pro
rata . . .".]
•

[The [
] Accrual Amount [and the [ ] Accrual Amount] in the following order of
priority:
1.

•

2.
[The [
] Accrual Amount [and the [ ] Accrual Amount] in the following order of
priority:
1.

•

2.
The Adjusted Principal Distribution Amount in the following order of priority: ]
[SECURITY GROUP 2

[The [Subgroup] Group 2[ ] Principal Distribution Amount] [, [and] Subgroup 2[ ] Principal
Distribution Amount] [A percentage of the Group 2 Principal Distribution Amount will be applied
to the Trustee Fee, and the remainder of the Group 2 Principal Distribution Amount [(the "Group
2 Adjusted Principal Distribution Amount")] [and the [ ] Accrual Amount [and the [ ] Accrual
Amount]] will be allocated [sequentially, to [ ] [and [ ]], in that order, until retired] [as follows:
[NOTE TO TRUST COUNSEL: When describing a "sequential" paydown rule, use language
similar to the following: "Sequentially, to A and B, in that order . . .". When describing a
"concurrent" paydown rule, use language similar to the following: "Concurrently, to A and B, pro
rata . . .".]
•

[The [
] Accrual Amount [and the [ ] Accrual Amount] in the following order of
priority:
1.

•

2.
[The [
] Accrual Amount [and the [ ] Accrual Amount] in the following order of
priority:
1.
2.

S-8

IV-3-8

•

The [Subgroup] Group 2[ ] Adjusted Principal Distribution Amount in the following
order of priority:]]

Allocation of Prepayment Penalties: On each Distribution Date, the Trustee will pay [ ]% of
any Prepayment Penalties that are collected and passed through to the Trust [in respect of Security
Group [ ]] to Class [ ] [as follows: ] [and in respect of [Security Group] [Subgroup] [ ] to Class
[ ]] [and [ ]% of any Prepayment Penalties that are collected and passed through to the Trust to
the Trustee].
[NOTE TO TRUST COUNSEL: For a structure where a Class is entitled to receive
prepayment penalties after such Class has retired: For the purpose of allocating Prepayment
Penalties on each Distribution Date, Class[es] [ ] shall be deemed to [retain a principal balance]
[have a notional balance] equal to $1.00 for the period beginning on the Distribution Date on
which the Class [Principal] [Notional] Balance of Class[es] [ ] would otherwise be reduced to
zero and ending on the earlier of (i) the latest Prepayment Penalty End Date of the Ginnie Mae
Multifamily Certificates that remain outstanding and (ii) the Distribution Date on which the
Class [Principal] [Notional] Balance of all Classes have been reduced to zero, and following
such period the Class [Principal] [Notional] Balance of Class[es] [ ] shall be reduced to zero.
Class[es] [ ] will bear interest [and will be entitled to principal payments] until [the Class
Principal Balance of Class[es] [ ] would otherwise be reduced to zero] [[the Class] [all Classes]
with which the Notional Balance of Class [ ] would otherwise be reduced have been retired] and
will not be entitled to receive any interest [or principal] payments thereafter.]
[Scheduled Principal Balances: The [Scheduled Principal Balances] [or] [Aggregate Scheduled
Principal Balances] for the Class[es] listed below are included in Schedule [II] to this Supplement.
They were calculated using, among other things, the following Structuring Range[s] [or Rate[s]]:
[NOTE TO TRUST COUNSEL: Organize Classes within each category in order of Security
Groups.]
Structuring
[Range[s]] [or]
[Rate[s]]

Security
Group

PAC [I][II] Class[es] [and Component[s]]
[ ][, [ ]] [and [ ] (in the aggregate)][*] .......................
[ ][, [ ]] [and [ ] (in the aggregate)][*] .......................

[ ]% CPR through [ ]% CPR
[ ]% CPR through [ ]% CPR

[Scheduled Class[es] [and Component[s]]
[ ][, [ ]] [and [ ]] [**] .................................................
[ ][, [ ]] [and [ ]] [**] .................................................

[ ]% CPR through [ ]% CPR
[ ]% CPR through [ ]% CPR

[TAC Class[es] [and Component[s]]
[ ][, [ ]] [and [ ] (in the aggregate)] ............................
[ ][, [ ]] [and [ ] (in the aggregate)] ............................

[[ ]% CPR] [[ ]% CPR
through [ ]% CPR]
[[ ]% CPR] [[ ]% CPR
through [ ]% CPR]

[Partial Accrual Class[es]: Interest will accrue on the Partial Accrual Class identified on the
front cover of this Supplement at the per annum rate set forth under "Terms Sheet—Interest Rates."
On each Distribution Date until the Class Principal Balance of the Class [insert related Accretion
Directed Classes] is reduced to zero, the difference between the per annum Interest Rate for the
S-9

IV-3-9

Partial Accrual Class and the per annum rate of [____]% will be distributed to the Partial Accrual
Class as interest. On each Distribution Date until the Class Principal Balance of Class [insert
related Accretion Directed Class[es]] is reduced to zero, interest accrued on the Partial Accrual
Class at a per annum rate of [____]% will not be distributed to the Partial Accrual Class. Such
amount will constitute the Accrual Amount, which will be added to the Class Principal Balance of
that Class on each Distribution Date and will be distributable as principal as set forth in "Terms
Sheet—Allocation of Principal on Distribution Dates." After the Class Principal Balance of Class
[insert related Accretion Directed Classes] is reduced to zero, all interest accrued on the Partial
Accrual Class will be distributed on each Distribution Date to the Partial Accrual Class as interest.]
[Accrual Class[es]: Interest will accrue on [the] [each] Accrual Class identified on the front cover
of this Supplement at the per annum rate set forth on that page [or] [as set forth] in this Terms
Sheet under "Interest Rates[,]"][as applicable]. However, no interest will be distributed to the
Accrual Class[es] [until the Distribution Date following the Distribution Date on which the Class
Principal Balance[s] of the related Accretion Directed Class[es] have been reduced to zero[[as
interest]. Interest [so accrued and unpaid] [so accrued] on [each] [the] Accrual Class on each
Distribution Date will constitute [an] [the] Accrual Amount, which will be added to the Class
Principal Balance of [that] [the Accrual] Class on each Distribution Date. [Principal will be
distributed to Class[es] [ ], [and] [ ] when received as principal from the Underlying Certificates
[[and], with respect to Class[es] [ ] [,] [and] [ ] [and [ ],] will be distributable as principal] as set
forth in this Terms Sheet under "Allocation of Principal." [After interest distributions commence
on [an] [the] Accrual Class, interest distributions will continue until the Class Principal Balance
of that Class is reduced to zero.] [The [related] Underlying Certificate[s] [is] [are] also [an] Accrual
Class[es]. Interest will accrue on [each] [the] Underlying Certificate at the rate set forth on the
front cover of the [related] Underlying Certificate Disclosure Document. However, no interest will
be distributed to the Underlying Certificate[s] as interest, but will constitute an Accrual Amount
with respect to the [related] Underlying Trust, which will be added to the Class Principal Balance
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] Underlying Certificate Disclosure
Document.]]
[Notional Class[es]: The Notional Class[es] will not receive distributions of principal but [have]
[has a] Class Notional Balance[s] for convenience in describing [their] [its] entitlement[s] to
interest. The Class Notional Balance of [the] [each] Notional Class represents the percentage
indicated below of, and reduces to that extent with, the [[Class] [or Component] Principal
Balance[s]] [or the] [outstanding [principal] [or] [notional] balance of the [related] Trust Asset
[Group][Subgroup]] indicated: [NOTE TO TRUST COUNSEL: Organize Classes by Security
Group.]
Original Class
Class
Notional Balance
Security Group 1
.................................................... $
....................................................
....................................................
....................................................
S-10

Represents [Approximately]
[ ]% of [Class] [and Class [ ] (in the
aggregate)] ([Class Type][and
Components])
[[100]% of [Group [ ]] Trust Assets]
[ ]% of [Class] ([Class Type])
[ ]% of [Class] ([Class Type])
IV-3-10

Class
Security Group 2
....................................................
....................................................
....................................................

Original Class
Notional Balance

Represents [Approximately]
[ ]% of [Class] ([Class Type])
[ ]% of [Class] ([Class Type])
[ ]% of [Class] ([Class Type])

[Total]
.................................................... $
....................................................
[Total]
.................................................... $
....................................................
[Total]

[ ]% of [Class] ([Class Type])
[ ]% of [Class] ([Class Type])
[ ]% of [Class] ([Class Type])
[ ]% of [Class] ([Class Type])

]

[NOTE TO TRUST COUNSEL: For a structure where a Notional Class is entitled to receive
prepayment penalties after such Notional Class retires: The Class Notional Balance of Class [ ]
shall be (x) reduced with reductions in the aggregate Class Principal Balances of the Classes
indicated in the table above up to, but not including, the Distribution Date on which the Class
Principal Balance[s] of all Classes [and Components] with which Class [ ] reduces have been
reduced to zero, [and after the occurrence of any applicable forced exchange of any related MX
Class,] and (y) equal to $1 for the period beginning on the Distribution Date on which the Class
[and Component] Principal Balance[s] of all Classes [and Component]s]] with which Class [ ]
reduces have been reduced to zero and ending on the earlier of (i) the latest Prepayment Penalty
End Date of the [related] Ginnie Mae Multifamily Certificates that remain outstanding and (ii)
the Distribution Date on which the Class [and Component] Principal Balance[s] of all Classes
[and Component[s]] have been reduced to zero, and following such period the Class Notional
Balance of Class [ ] shall be reduced to zero. Class [ ] will bear interest only until all Classes
[and Component[s]] with which Class [ ] reduces have been retired and will not be entitled to
receive any interest thereafter.]
[Component Class[es]: For purposes of calculating distributions of [principal] [and] [interest],
Class[es] [ ] [and [ ]] [is] [are] composed of multiple components having the designations and
characteristics set forth below. Components are not separately transferable from the related Class
of Securities.

Class

Components
[_1]
[_2]

Principal
Type

Interest
Type

Interest
Rate
[(1)]
[(2)[

Original
Principal
Balance

]
[
(1) Component [_1] will bear interest during each Accrual Period at a per annum rate equal to the
lesser of [ ]% and WACR. Component [_1] will bear interest during the initial Accrual Period at
[ ]%.

S-11

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(2) Component [_2] will bear interest during each Accrual Period at a per annum rate equal to
WACR. Component [_2] will bear interest during the initial Accrual Period at [ ]%.
Tax Status: [Single] [Double] REMIC Series. See "Certain United States Federal Income Tax
Consequences" in this Supplement and in the Multifamily Base Offering Circular.
Regular and Residual Classes: [Class [R] [RR] is a Residual Class [and represents the Residual
Interest of [the] [each] [Trust REMIC] [the Issuing REMIC and [each] [the] Pooling REMIC]].]
[Classes RI and RP are Residual Classes. Class RI represents the Residual Interest of the Issuing
REMIC and Class RP represents the Residual Interest of the Pooling REMIC.] All other Classes
of REMIC Securities are Regular Classes.

S-12

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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.
entirely within the control of the borrower.
Any voluntary prepayment and any
subsequent reamortization of the remaining
principal balance of a mortgage loan required
under the terms of the mortgage loan may
adversely affect the timing of the receipt of
principal to investors and could reduce the
yields on your securities.

The rate of principal payments on the
underlying mortgage loans will affect the
rate of principal payments on your
securities. The rate at which you will receive
principal payments will depend largely on the
rate of principal payments, including
prepayments, on the mortgage loans
underlying the related trust assets. Any
historical data regarding mortgage loan
prepayment rates may not be indicative of the
rate of future prepayments on the underlying
mortgage loans, and no assurances can be
given about the rates at which the underlying
mortgage loans will prepay. We expect the
rate of principal payments on the underlying
Generally,
mortgage loans will vary.
following any applicable lockout period, and
upon payment of any applicable prepayment
penalty, borrowers may prepay their
mortgage loans at any time. [However,
borrowers cannot prepay certain mortgage
loans insured under FHA insurance program
Section 223(f) for a period of five (5) years
from the date of endorsement, regardless of
any applicable lockout periods associated
with such mortgage loans]. In addition, in the
case of FHA-insured mortgage loans,
borrowers may prepay their mortgage loans
during a lockout period[, or during any
statutory prepayment prohibition period] or
without paying any applicable prepayment
penalty with the approval of FHA.

In addition to voluntary prepayments,
mortgage loans can be prepaid as a result of
governmental mortgage insurance claim
payments, loss mitigation arrangements,
repurchases or liquidations of defaulted
mortgage loans. Although under certain
circumstances Ginnie Mae issuers have the
option to repurchase defaulted mortgage
loans from the related pool underlying a
Ginnie Mae MBS certificate, they are not
obligated to do so. Defaulted mortgage loans
that remain in pools backing Ginnie Mae
MBS certificates may be subject to
governmental mortgage insurance claim
payments, loss mitigation arrangements or
foreclosure, which could have the same effect
as voluntary prepayments on the cash flow
available to pay the securities.
A catastrophic weather event, pandemic or
other natural disaster may affect the rate of
principal payments, including prepayments,
on the underlying mortgage loans. Any such
event may damage the related mortgaged
properties that secure the mortgage loans or
may lead to a general economic downturn in
the affected regions, including job losses and
declines in real estate values. A general
economic downturn may increase the rate of
defaults on the mortgage loans in such areas
resulting in prepayments on the related

Additionally, in the event a borrower makes
a voluntary prepayment in respect of a
mortgage loan, the related Ginnie Mae issuer
does not have consent rights, put rights or
termination rights related to such mortgage
loan underlying the related trust assets. The
decision to make a voluntary prepayment is
S-13

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additional debt is subordinated to the existing
mortgage loan, increase the likelihood of
default on such mortgage loan by the related
borrower. The amount of additional debt may
exceed the amount of the existing debt
secured by the related mortgage loan.
Additional debt may include, but is not
limited to, mortgage loans originated under
FHA insurance program Section 241.

securities due to governmental mortgage
insurance claim payments, loss mitigation
arrangements, repurchases or liquidations of
defaulted mortgage loans. Insurance
payments on damaged or destroyed
mortgaged properties may also lead to
prepayments on the underlying mortgage
loans. Further, in connection with
presidentially declared major disasters,
Ginnie Mae may authorize optional special
assistance to issuers, including expanded
buyout authority which allows issuers, upon
receiving written approval from Ginnie Mae,
to repurchase eligible loans from the related
pool underlying a Ginnie Mae MBS
certificate, even if such loans are not
delinquent or do not otherwise meet the
standard conditions for removal or
repurchase.

Rates of principal payments can reduce
your yield. The yield on your securities
probably will be lower than you expect if [:

No assurances can be given as to the timing
or frequency of any governmental mortgage
insurance
claim
payments,
issuer
repurchases, loss mitigation arrangements or
foreclosure proceedings with respect to
defaulted mortgage loans and the resulting
effect on the timing or rate of principal
payments on your securities.

•

you purchased your securities at a
premium [(interest only securities,
for example)] and principal
payments are faster than you
expected, or

•

you purchased your securities at a
discount [(principal only securities,
for example)] and principal
payments are slower than you
expected.]

In addition, if your securities are [interest
only securities or] securities purchased at a
significant premium, you could lose money
on your investment if prepayments occur at a
rapid rate.

The terms of the mortgage loans may be
modified, among other things, to permit a
partial release of the mortgaged property
securing the related mortgage loan, to permit
a pledge of all or part of such mortgaged
property to secure additional debt of the
related borrower, to provide for a cross
default between the mortgage loan and such
additional debt or to provide for additional
collateral. Partial releases of security may
allow the related borrower to sell the released
property and generate proceeds that may be
used to prepay the related mortgage loan in
whole or in part. Such releases also may
reduce the value of the remaining property.
Modifications in connection with additional
debt could adversely affect the security
afforded to the existing mortgage loan by the
mortgaged property and, even if the

Under certain circumstances, a Ginnie Mae
issuer has the right to repurchase a
defaulted mortgage loan from the related
pool of mortgage loans underlying a
particular Ginnie Mae MBS certificate, the
effect of which would be comparable to a
prepayment of such mortgage loan. At its
option and without Ginnie Mae's prior
consent, a Ginnie Mae issuer may repurchase
any mortgage loan at an amount equal to par
less any amounts previously advanced by
such issuer in connection with its
responsibilities as servicer of such mortgage
loan to the extent that (i) in the case of a
mortgage loan included in a pool of mortgage
loans underlying a Ginnie Mae MBS
certificate issued on or before December 1,
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principal distributions on any distribution
date greater than the amount needed to
produce scheduled payments on the related
[PAC][,] [scheduled] [and] [TAC] class[es]
[and components] for that distribution date,
this excess will be distributed to the related
support class[es] [and components].

2002, such mortgage loan has been
delinquent for four consecutive months, and
at least one delinquent payment remains
uncured or (ii) in the case of a mortgage loan
included in a pool of mortgage loans
underlying a Ginnie Mae MBS certificate
issued on or after January 1, 2003, no
payment has been made on such mortgage
loan for three consecutive months. Any such
repurchase will result in prepayment of the
principal balance [or reduction in the notional
balance] of the securities ultimately backed
by such mortgage loan. No assurances can be
given as to the timing or frequency of any
such repurchases.

An investment in the securities is subject to
significant reinvestment and extension risk.
The rate of principal payments on your
securities is uncertain. You may be unable to
reinvest the payments on your securities at
the same returns provided by the securities.
Lower prevailing interest rates may result in
an unexpected return of principal. In that
interest rate climate, higher yielding
reinvestment opportunities may 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 investment opportunities.
The final payment on your security may
occur much earlier than the final distribution
date.

[The levels of [CME Term SOFR] [30-day
Average SOFR][, as applicable,] will affect
the yields on floating rate and inverse
floating rate securities. If the ind[ex][ices]
applicable to the floating rate or inverse
floating rate securities perform[s] differently
from what you expect, the yield on floating
rate and inverse floating rate securities may
be lower than you expect. Lower levels of
the [applicable] index will generally reduce
the yield on floating rate securities; higher
levels of the [applicable] index will generally
reduce the yield on inverse floating rate
securities. You should bear in mind that the
timing of changes in the level the [applicable]
index may affect your yield: generally, the
earlier a change, the greater the effect on your
yield. It is doubtful any index will remain
constant.]

Defaults will increase the rate of
prepayment.
Lending on multifamily
properties and nursing facilities is generally
viewed as exposing the lender to a greater
risk of loss than single-family lending. If a
mortgagor defaults on a mortgage loan and
the loan is subsequently foreclosed upon or
assigned to FHA for FHA insurance
benefits[, or Rural Development for Section
538 guarantee benefits,] or otherwise
liquidated, the effect would be comparable to
a prepayment of the mortgage loan; however,
no prepayment penalty would be received.
Similarly, mortgage loans as to which there is
a material breach of a representation may be
purchased out of the trust without the
payment of a prepayment penalty.

[Support securities will be more sensitive to
rates of principal payments than other
securities. If principal prepayments result in
principal distributions on any distribution
date equal to or less than the amount needed
to produce scheduled payments on the
[PAC][,] [scheduled] [and] [TAC] class[es]
[and components], the related support
class[es] [and components] will not receive
any principal distribution on that date [(other
than from any applicable accrual
amount[s])].
If prepayments result in

NOTE
TO
TRUST
COUNSEL:
INCLUDE CLC SPECIFIC RISK
FACTORS ONLY IF CLCs ARE
INCLUDED IN THE MBS GROUPS (DO
NOT INCLUDE CLC RISK FACTORS
S-15

IV-3-15

IF CLCS ARE ONLY
REREMIC GROUPS).

BACKING

certificates in its sole discretion, subject only
to the prior written approval of Ginnie Mae.
A holder of a Ginnie Mae construction loan
certificate is entitled only to interest at the
specified interest rate on the outstanding
principal balance of the Ginnie Mae
construction loan certificate until the earliest
of (1) the liquidation of the mortgage loan,
(2) at the related Ginnie Mae issuer's option,
either (a) the first Ginnie Mae certificate
payment date of the Ginnie Mae project loan
certificate following the conversion of the
Ginnie Mae construction loan certificate or
(b) the date of conversion of the Ginnie Mae
construction loan certificate to a Ginnie Mae
project loan certificate, and (3) the maturity
date (as adjusted for any previously granted
extensions) of the Ginnie Mae construction
loan certificate. Any extension of the term
to maturity may delay the commencement of
principal payments to the trust and affect the
yield on your securities.]

[Extensions of the term to maturity of the
Ginnie Mae construction loan certificates
delay the payment of principal to the trust
and will affect the yield to maturity on your
securities. The extension of the term to
maturity of any Ginnie Mae construction loan
certificate will require the related Ginnie Mae
issuer to obtain the consent of the contracted
security purchaser, the entity bound under
contract with the Ginnie Mae issuer to
purchase all the Ginnie Mae construction
loan certificates related to a particular
multifamily project. However, [the sponsor,
as contracted security purchaser] [NOTE TO
TRUST COUNSEL:
USE THE
FOLLOWING IF YOU HAVE A THIRD
PARTY
CSP
FOR
ANY
CLC,
INCLUDING IF THERE ARE ANY
CLCS
BACKING
UNDERLYING
CERTIFICATES: each contracted security
purchaser], on behalf of itself and all future
holders of each Ginnie Mae construction loan
certificate to be deposited into the trust
[NOTE TO TRUST COUNSEL: USE
THE FOLLOWING IF YOU HAVE
MULTIPLE CSPs RELATED TO ALL
CLCS, INCLUDING IF THERE ARE
ANY CLCS BACKING UNDERLYING
CERTIFICATES: with respect to which it
is the contracted security purchaser] and all
related Ginnie Mae construction loan
certificates (whether or not currently
outstanding), has waived the right to
withhold consent to any requests of the
related Ginnie Mae issuer to extend the term
to maturity of those Ginnie Mae construction
loan certificates (provided that any such
extension, when combined with previously
granted extensions in respect of such Ginnie
Mae construction loan certificates, would not
extend the term to maturity beyond the term
of the underlying mortgage loan insured by
FHA). This waiver effectively permits the
related Ginnie Mae issuer to extend the
maturity of the Ginnie Mae construction loan

[The failure of a Ginnie Mae construction
loan certificate to convert into a Ginnie Mae
project loan certificate prior to its maturity
date (as adjusted for any previously granted
extensions), for any reason, will result in the
full payment of the principal balance of the
Ginnie Mae construction loan certificate on
its maturity date and, accordingly, will
affect the rate of prepayment. The Ginnie
Mae construction loan certificate may fail to
convert if the prerequisites for conversion
outlined in Chapter 32 of the MBS Guide are
not satisfied, including, but not limited to, (1)
final endorsement by FHA of the underlying
mortgage loan, (2) completion of the cost
certification process, and (3) the delivery of
supporting documentation including, among
other things, the note or other evidence of
indebtedness and assignments endorsed to
Ginnie Mae. Upon maturity of the Ginnie
Mae construction loan certificates, absent
any extensions, the related Ginnie Mae issuer
is obligated to pay to the holders of the
Ginnie Mae construction loan certificates the
outstanding principal amount. The payment
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Ginnie Mae project loan certificate. As
holders of Ginnie Mae construction loan
certificates are entitled only to interest, any
scheduled payments of principal received
with respect to the mortgage loans underlying
the Ginnie Mae construction loan certificate
will not be passed through to the trust. Any
such amounts will be deposited into a noninterest
bearing,
custodial
account
maintained by the related Ginnie Mae issuer
and will be distributed to the trust (unless
otherwise negotiated between the Ginnie
Mae issuer and the contracted security
purchaser) on the earliest of (1) the
liquidation of the mortgage loan, (2) at the
related Ginnie Mae issuer's option, either (a)
the first Ginnie Mae certificate payment date
of the Ginnie Mae project loan certificate
following the conversion of the Ginnie Mae
construction loan certificate or (b) the date of
conversion of the Ginnie Mae construction
loan certificate to a Ginnie Mae project loan
certificate, and (3) the maturity date (as
adjusted for any previously granted
extensions) of the Ginnie Mae construction
loan certificate. However, the holders of the
securities will not receive any such amounts
until the next distribution date on the
securities and will not be entitled to receive
any interest on such amount, and the related
WACR will be reduced accordingly. The
delay in payment of the scheduled principal
may affect, perhaps significantly, the yield on
those securities that would benefit from a
higher than anticipated rate of prepayment of
principal.

of any Ginnie Mae construction loan
certificate on the maturity date may affect the
yield on your securities.
[Any delay in the conversion of a Ginnie
Mae construction loan certificate to a
Ginnie Mae project loan certificate will
delay the payment of principal on your
securities. The conversion of a Ginnie Mae
construction loan certificate to a Ginnie Mae
project loan certificate can be delayed for a
wide variety of reasons, including work
stoppages, construction defects, inclement
weather, completion of or delays in the cost
certification process and changes in
contractors, owners and architects related to
the multifamily project. During any such
delay, the trust will not be entitled to any
principal payments that may have been made
by the borrower on the related underlying
mortgage loan. The distribution of any such
principal payments will not occur until the
earliest of (1) the liquidation of the mortgage
loan, (2) at the related Ginnie Mae issuer's
option, either (a) the first Ginnie Mae
certificate payment date of the Ginnie Mae
project loan certificate following the
conversion of the Ginnie Mae construction
loan certificate or (b) the date of conversion
of the Ginnie Mae construction loan
certificate to a Ginnie Mae project loan
certificate, and (3) the maturity date (as
adjusted for any previously granted
extensions) of the Ginnie Mae construction
loan certificate. However, the holders of the
securities will not receive any such amounts
until the next distribution date on the
securities and will not be entitled to receive
any interest on such amount, and the related
WACR will be reduced accordingly.]

[If the amount of the underlying mortgage
loan at final endorsement by FHA is less
than the aggregate principal amount of the
Ginnie Mae construction loan certificates
upon completion of the particular
multifamily project, the Ginnie Mae
construction loan certificates must be
prepaid in the amount equal to the
difference between the aggregate principal
balance of the Ginnie Mae construction
loan certificates and the principal balance

[The yield on securities that would benefit
from a faster than expected payment of
principal (such as securities purchased at a
discount) may be adversely affected if the
underlying mortgage loan begins to
amortize prior to the conversion of a Ginnie
Mae construction loan certificate to a
S-17

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provisions with respect to the FHA-insured
mortgage loans as described above, investors
should note that with respect to certain
mortgage loans insured under Section 223(f)
of the Housing Act, Section 223(f) provides,
in relevant part, that the related note or other
evidence of indebtedness cannot be prepaid
for a period of five (5) years from the date of
endorsement, unless prior written approval
from FHA is obtained. In many instances
with respect to such mortgage loans insured
under Section 223(f), the related lender may
have provided for a lockout period lasting for
a term shorter than five (5) years. Therefore,
investors should consider that any
prepayment provisions following a lockout
period that is shorter than five (5) years may
not be effective if FHA approval is not
obtained.]

of the Ginnie Mae project loan certificates
issued upon conversion. The reduction in
the underlying mortgage loan amount could
occur as a result of the cost certification
process that takes place prior to the
conversion to a Ginnie Mae project loan
certificate. In such a case, the rate of
prepayment on your securities may be higher
than expected.]
Available information about the mortgage
loans is limited. Generally, neither audited
financial statements nor recent appraisals are
available with respect to the mortgage loans,
the mortgaged properties, or the operating
revenues, expenses and values of the
mortgaged properties.
Certain default,
delinquency and other information relevant
to the likelihood of prepayment of the
multifamily mortgage loans underlying the
Ginnie Mae multifamily certificates is made
generally available to the public and holders
of the securities should consult such
information. The scope of such information
is limited, however, and accordingly, at a
time when you might be buying or selling
your securities, you may not be aware of
matters that, if known, would affect the value
of your securities.

Holders entitled to prepayment penalties
may not receive them. Prepayment penalties
received by the trustee [in respect of group [
]] will be distributed to [Class[es] [ ] [and [
], as applicable] [and in respect of group [ ]
will be distributed to Class [ ]] [all of the
Class[es]] [as further described in this
Supplement]. Ginnie Mae, however, does
not guarantee that mortgagors will in fact pay
any prepayment penalties or that such
prepayment penalties will be received by the
trustee. Accordingly, holders of the class[es]
entitled to receive prepayment penalties will
receive them only to the extent that the trustee
receives them. Moreover, even if the trustee
distributes prepayment penalties to the
holders of [that class] [those classes], the
additional amounts may not offset the
reduction in yield caused by the
corresponding prepayments.

FHA has authority to override lockouts and
prepayment limitations. FHA insurance and
certain mortgage loan and trust provisions
may affect lockouts and the right to receive
prepayment penalties. FHA may override
any
lockout[,
statutory
prepayment
prohibition] or prepayment penalty provision
with respect to the FHA-insured mortgage
loans consistent with FHA policies and
procedures.
[With respect to certain mortgage loans
insured under Section 223(f) of the Housing
Act, under certain circumstances FHA
lockout and prepayment limitations may be
more stringent than otherwise provided for
in the related note or other evidence of
indebtedness. In addition to FHA's ability to
override lockout or prepayment penalty

[The rate of payments on the underlying
certificate[s] will directly affect the rate of
payments on the [group [ ]] securities. The
[notional balance of the] underlying
certificate[s] will be sensitive in varying
degrees to

S-18

IV-3-18

•

the rate of payments of principal
(including prepayments) of the
related mortgage loans[.][, and

•

the priorities for the distribution of
principal among the classes of the
[related] underlying trust.]*

balance of [a] support class[es] of the
[related] underlying series. Accordingly, the
yield on such underlying certificate[s] may
be reduced, perhaps significantly, if principal
payments on the [related] support class[es]
occur at a rapid rate.]
[The trust asset[s] underlying [certain of]
[one of] the underlying certificate[s]
[included in trust asset group[s] [ ] [and [ ]]
[is also a] [are also] previously issued
certificate[s] that represent[s] beneficial
ownership interests in [a] separate
trust[s]. The rate of payments on the
previously issued certificate[s] backing [this]
[these] [the] underlying certificate[s] will
directly affect the timing and rate of
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].]

[As described in the [related] underlying
certificate disclosure document[s], [certain
of] [one of] the underlying certificate[s]
[included in trust asset group [3]] [are] [is]
not entitled to distributions of principal
[(other than from any applicable accrual
amount)] until [a] certain class[es] of the
related underlying series [has] [have] been
retired and, accordingly, distributions of
principal of the related mortgage loans for
extended periods may be applied to the
distribution of principal of [that] [those]
class[es] of certificates having priority over
the underlying certificate[s].] Accordingly,
[these] [this] underlying certificate[s] may
receive no principal distributions for
extended periods of time.]
[In addition, [certain of] [one of] the
underlying certificate[s] [included in trust
asset group [3]] [are] [is a] class[es] that
provide[s] support to [an]other class[es], and
[they are] [it is] entitled to receive principal
distributions [(other than from any applicable
accrual amount)] only if specified classes of
the related underlying series have been
retired).
Accordingly, [these] [this]
underlying certificate[s] may receive no
principal distributions for extended periods
of time.]

Prepayments on the related mortgage loans
may have occurred at rates faster or slower
than those initially assumed.
This
supplement contains no information as to
whether the underlying certificate[s] [has]
[have] performed as originally anticipated.
The Updated Exhibit[s] A in Exhibit C,
however, contain[s] certain information
regarding the related mortgage loans as of the
cut-off date. Additional information as to the
underlying certificates may be obtained by
performing an analysis of current principal
factors of the underlying certificate[s] in light
of applicable information contained in the
[related] underlying certificate disclosure
documents.]

[[One] [Certain] [of] [T][t]he underlying
certificate[s] [included in trust asset group[s]
[ ] [and [ ]] [has] [have] been issued with [a]
class notional balance[s] that [is] [are]
calculated on the basis of the class principal
* NOTE TO TRUST COUNSEL: This bullet can be
deleted if each underlying certificate is the only
certificate in its underlying security group to receive
principal payments.

S-19

IV-3-19

[NOTE TO TRUST COUNSEL: FOR
DEALS
WITH
UNDERLYING
CERTIFICATES
BASED
ON
ADJUSTED CME TERM SOFR:*
Underlying Certificates with interest rates
originally based on LIBOR will transition to
the applicable LIBOR replacement rate at
the first contractual reset date after June 30,
2023. Representative publication of all tenors
of the London Interbank Offered Rate
("LIBOR") ceased on June 30, 2023. All
underlying certificates with an interest rate
based on LIBOR on June 30, 2023 will
transition at the first contractual reset date
after June 30, 2023 to the applicable Adjusted
CME Term SOFR.]

"Description of the Securities — Interest
Distributions — Floating Rate][,] [and]
[Inverse Floating Rate Class[es]" in this
supplement, the return on and value of the
[[class] [group] [ ]] [floating rate] [and]
[inverse floating rate] securities may
fluctuate more than debt securities linked to
less volatile indices.
[30-day Average SOFR] [and] [CME Term
SOFR] [is a] [are] relatively new market
[index][indices], and the [[class] [group] [ ]]
[floating rate] [and] [inverse floating rate]
securities will likely have no established
trading market when issued, and an
established trading market may never
develop or, if developed, may not be liquid.
Market terms for securities indexed to [30day Average SOFR] [or] [CME Term SOFR]
may evolve over time, and trading prices of
some securities indexed to [30-day Average
SOFR] [or] [CME Term SOFR] may be
lower than those of later-issued securities as
a result. Similarly, if [30-day Average SOFR]
[or] [CME Term SOFR] does not prove to be
widely used in similar securities, the trading
price of related SOFR-Based Classes may be
lower than those of securities linked to
indices that are more widely used. Investors
in SOFR-Based Classes may not be able to
sell their securities at all or may not be able
to sell their securities at prices that will
provide them with a yield comparable to
similar investments that have a developed
secondary market, and may consequently
suffer from increased pricing volatility and
market risk.

An investment in the [[class] [group] [ ]]
[floating rate] [and] [inverse floating rate]
securities entails risks not associated with
an investment in conventional fixed rate
securities or securities linked to established
market indices.
The Federal Reserve Bank of New York
began to publish SOFR in April 2018 and
compounded averages of SOFR in March
2020. Although the Federal Reserve Bank of
New York has also published historical
indicative SOFR from August 2014 to March
2018, such pre-publication data necessarily
involves assumptions, estimates and
approximations. You should not rely on any
historical changes or trends in SOFR as an
indicator of future changes in SOFR. Daily
shifts in SOFR have been, and may in the
future be, greater than those in comparable
market indices. Because the interest rate
applicable to any accrual period for securities
with an interest rate based on SOFR will be
calculated by reference to the daily rates of
SOFR during an approximate 30-day period
commencing and ending before the related
accrual period as described under

You should consult your own financial and
legal advisors about the risks associated with
an investment in the [[class] [group] [ ]]
[floating rate] [and] [inverse floating rate]
securities and the suitability of investing in
the [class [ ]] [floating rate] [and] [inverse

Note to Trust Counsel: This paragraph
applies only to Underlying Certificates that

have not yet reset at the applicable LIBOR
replacement rate.

*

S-20

IV-3-20

materially adverse to the interests of
investors in the [[class] [group] [ ]] [floating
rate] [and] [inverse floating rate] securities.

floating rate] securities in light of your
particular circumstances.
Interest on the [[class] [group] [ ]] [floating
rate] [and] [inverse floating rate] securities
will be determined using a replacement rate
if [30-day Average SOFR] [or] [CME Term
SOFR] is no longer available, which could
adversely affect the value of your investment
in the [[class] [group] [ ]] [floating rate]
[and] [inverse floating rate] securities. [30day Average SOFR] [and] [CME Term
SOFR] [is][are] published by the Federal
Reserve Bank of New York [and CME
Group] based on data received from other
sources, and neither Ginnie Mae nor the
trustee has any control over its determination,
calculation or publication. The activities of
the Federal Reserve Bank of New York [or
CME Group] may directly affect prevailing
30-day Average SOFR [or CME Term
SOFR, as applicable,] in unpredictable ways.
There can be no guarantee that 30-day
Average SOFR [or CME Term SOFR] will
not be discontinued or fundamentally altered
in a manner that is materially adverse to the
interests of holders of securities indexed to
30-day Average SOFR [or CME Term
SOFR], as applicable]. If the manner in
which [30-day Average SOFR] [or CME
Term SOFR] is calculated is changed or if
30-day Average SOFR [or CME Term
SOFR] is discontinued, that change or
discontinuance may result in a reduction of
the amount of interest payable on applicable
SOFR-Based Classes and the trading prices
of such Classes.

If 30-day Average SOFR [or CME Term
SOFR, as applicable,] is no longer published
or cannot be used, the amount of interest
payable on the [[class] [group] [ ]] [floating
rate] [and] [inverse floating rate] securities
will be determined using a replacement rate,
as described under "Description of the
Securities — Interest Rate Indices —
Benchmark Replacement" in the Multifamily
Base Offering Circular. Ginnie Mae will
have the sole discretion to make conforming
changes in connection with any replacement
rate without the consent of security holders or
any other party, as described under
"Description of the Securities — Interest
Rate Indices—Benchmark Replacement" in
the Multifamily Base Offering Circular.
This could reduce the amount of interest
payable on the [[class] [group] [ ]] [floating
rate] [and] [inverse floating rate] securities,
which could adversely affect the return on,
value of, and market for, the [[class] [group]
[ ]] [floating rate] [and] [inverse floating
rate] securities. Furthermore, there can be no
assurance that the characteristics of any
replacement rate will be similar to 30-day
Average SOFR [or CME Term SOFR, as
applicable] or that any replacement rate will
produce the economic equivalent of 30-day
Average SOFR [or CME Term SOFR, as
applicable].
The securities may not be a suitable
The securities,
investment for you.
[especially the group [ ] securities and,] [in
particular, [Class[es] [ ] [and [ ]][each MX
Class that is subject to mandatory exchange
and] the [component,] [support,] [interest
only], [principal only,] [inverse floating rate,]
[interest only inverse floating rate,] [accrual]
and [residual] classes,] are not suitable
investments for all investors.
Only
"accredited investors," as defined in Rule
501(a) of Regulation D of the Securities Act

The Federal Reserve Bank of New York [and
CME Group] [has] [have] noted that [it]
[they] may alter the methods of calculation,
publication schedule, rate revision practices
or availability of 30-day Average SOFR [or
CME Term SOFR, as applicable,] at any time
without notice. There can be no assurance
that 30-day Average SOFR [or CME Term
SOFR] will not be discontinued or
fundamentally altered in a manner that is
S-21

IV-3-21

of 1933, who have substantial experience in
mortgage-backed securities and are capable
of understanding the risks should invest in the
securities.

The actual prepayment rates of the
underlying mortgage loans will affect the
weighted average lives and yields of your
securities. The yield and decrement tables in
this supplement are based on assumed
prepayment rates. It is highly unlikely that
the underlying mortgage loans will prepay at
any of the prepayment rates assumed in this
supplement, or at any constant prepayment
rate. As a result, the yields on your securities
could be lower than you expected.

In addition, although the sponsor intends to
make a market for the purchase and sale of
the securities after their initial issuance, it has
no obligation to do so. There is no assurance
that a secondary market will develop, that
any secondary market will continue, or that
the price at which you can sell an investment
in any class will enable you to realize a
desired yield on that investment.
You will bear the market risks of your
investment. The market values of the classes
are likely to fluctuate. These fluctuations
may be significant and could result in
significant losses to you.
The secondary markets for mortgage-related
securities have experienced periods of
illiquidity and can be expected to do so in the
future. Illiquidity can have a severely
adverse effect on the prices of classes that are
especially sensitive to prepayment or interest
rate risk or that have been structured to meet
the investment requirements of limited
categories of investors.
The residual securities may experience
significant adverse tax timing consequences.
Accordingly, you are urged to consult tax
advisors and to consider the after-tax effect
of ownership of a residual security and the
suitability of the residual securities to your
investment objectives. See "Certain United
States Federal Income Tax Consequences" in
this Supplement and in the Multifamily Base
Offering Circular.
You are encouraged to consult advisors
regarding the financial, legal, tax and other
aspects of an investment in the securities.
You should not purchase the securities of any
class unless you understand and are able to
bear the prepayment, yield, liquidity and
market risks associated with that class.

S-22

IV-3-22

[THE GINNIE MAE MULTIFAMILY CERTIFICATES] [THE TRUST ASSETS]
General
The Sponsor intends to acquire the [Ginnie Mae Multifamily Certificates] [Trust Assets]
in privately negotiated transactions prior to the Closing Date and to sell them to the Trust according
to the terms of a Trust Agreement between the Sponsor and the Trustee. The Sponsor will make
certain representations and warranties with respect to the [Ginnie Mae Multifamily Certificates]
[Trust Assets]. [All of the Trust Assets will evidence, [directly or] indirectly, Ginnie Mae
Multifamily Certificates.]
[The Ginnie Mae Multifamily Certificates [(Group [ ])
The Ginnie Mae Multifamily Certificates are guaranteed by Ginnie Mae pursuant to its
Ginnie Mae I Program. Each Mortgage Loan underlying a Ginnie Mae Multifamily Certificate
bears interest at a Mortgage Rate that is greater than the related Certificate Rate.
For each Mortgage Loan underlying a Ginnie Mae Multifamily Certificate, the difference
between (a) the Mortgage Rate and (b) the related Certificate Rate is used to pay the servicer of
the Mortgage Loan a monthly fee for servicing the Mortgage Loan and to pay Ginnie Mae a fee
for its guarantee of the related Ginnie Mae Multifamily Certificate (together, the "Servicing and
Guaranty Fee Rate"). The per annum rate used to calculate these fees for the Mortgage Loans in
the Trust is shown on Exhibit A to this Supplement.
The Ginnie Mae Multifamily Certificates included in the Trust consist of [(i)] [Ginnie Mae
Construction Loan Certificates issued during the construction phase of a multifamily project,
which are redeemable for Ginnie Mae Project Loan Certificates (the "[Group [ ]] Trust CLCs")
and] [(ii)] Ginnie Mae Project Loan Certificates [deposited into the Trust on the Closing Date [or
issued upon conversion of a [Group [ ]] Trust CLC]] ([collectively,] the "[Group [ ]] Trust PLCs").
[The Underlying Certificates (Group [ ])
The [Group [ ]] Trust Asset[s] [is an] [are] Underlying Certificate[s] that represent[s] [the]
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 Multifamily Certificates.
[The] [Each] Underlying Certificate constitutes all or a portion of a class of a separate Series of
certificates described in the [related] Underlying Certificate Disclosure Document[s]. The
Underlying Certificate Disclosure Document[s] may be obtained from the Information Agent as
described under "Available Information" in this Supplement or on ginniemae.gov[, except in the
case of Ginnie Mae Class[es] [ ] [and [ ]] for which this Supplement is the Underlying Certificate
Disclosure Document]. Investors are cautioned that material changes in facts and circumstances
may have occurred since the date of [the] [each] Underlying Certificate Disclosure Document,
including changes in the prepayment rates, prevailing interest rates and other economic factors,
which may limit the usefulness of, and be directly contrary to the assumptions used in preparing
the information included in, the offering document. See "Underlying Certificates" in the
Multifamily Base Offering Circular.]
[The][Each] Underlying Certificate provides for monthly distributions, including [any
prepayments and other unscheduled recoveries][, and] any Prepayment Penalties[, if applicable,]
on the Mortgage Loans underlying such Underlying Certificate, and is further described in the
table contained in Exhibit B to this Supplement.]
S-23

IV-3-23

The Ginnie Mae Multifamily Certificates underlying the Underlying Certificate[s] consist
of [(i)] [Ginnie Mae Construction Loan Certificates issued during the construction phase of a
multifamily project, which are redeemable for Ginnie Mae Project Loan Certificates (the "[Group
[ ]] Trust CLCs" [and, collectively with the Group [ ] Trust CLCs, the "Trust CLCs"]) and] [(ii)]
Ginnie Mae Project Loan Certificates [deposited into the [related] Underlying Trust on the
[related] underlying Closing Date] [or issued upon conversion of a [Group [ ]] Trust CLC] ([["the
Group [ ]] Trust PLCs" and,] collectively with the Group [ ] Trust PLCs,] the "Trust PLCs").]
[The Trust CLCs [(Group [ ])] [(Underlying the [Group [ ]] Underlying Certificates)]
Each Trust CLC is based on and backed by a single Mortgage Loan secured by a
multifamily project under construction and insured by FHA pursuant to an FHA Insurance
Program [or by Rural Development pursuant to the Section 538 Guaranteed Rural Rental Housing
Program ("Section 538 Guarantee Program")] described under "THE GINNIE MAE
MULTIFAMILY CERTIFICATES — FHA Insurance Programs" [and "—Section 538 Guarantee
Program" [in the Multifamily Base Offering Circular. Ginnie Mae Construction Loan Certificates
are generally issued monthly by the related Ginnie Mae Issuer as construction progresses on the
related multifamily project and as advances are insured by FHA. Prior to the issuance of Ginnie
Mae Construction Loan Certificates, the Ginnie Mae Issuer must provide Ginnie Mae with
supporting documentation regarding advances and disbursements on the Mortgage Loan and must
satisfy the prerequisites for issuance as described in Chapter 32 of the MBS Guide. Each Ginnie
Mae Construction Loan Certificate may be redeemed for a pro rata share of a Ginnie Mae Project
Loan Certificate that bears the same interest rate as the Ginnie Mae Construction Loan Certificate.
[NOTE TO TRUST COUNSEL: THE BRACKETED TEXT IN BOLD IN THE
FOLLOWING PARAGRAPH SHOULD BE USED WHEN YOU HAVE A THIRD PARTY
CSP, THE BOLDING IS FOR EASE OF REFERENCE AND SHOULD NOT APPEAR IN
BOLD IN THE DRAFT OCS.] The original maturity of a Ginnie Mae Construction Loan
Certificate is at least 200% of the construction period anticipated by FHA for the multifamily
project. The stated maturity of the Ginnie Mae Construction Loan Certificates may be extended
after issuance at the request of the related Ginnie Mae Issuer with the prior written approval of
Ginnie Mae. Prior to approving any extension request, Ginnie Mae requires that the Contracted
Security Purchaser, the entity bound under contract with the related Ginnie Mae Issuer to purchase
all of the Ginnie Mae Construction Loan Certificates related to a particular multifamily project,
consent to the extension of the term to maturity. [The Sponsor, as the] [Each] Contracted Security
Purchaser of the Trust CLCs and of any previously issued or hereafter existing Ginnie Mae
Construction Loan Certificates relating to the Trust CLCs identified in [Exhibit [A]] [or] [Exhibit
C] to this Supplement [(the "Sponsor CLCs")] [(the "Related CLCs"), has waived its right and
the right of all future holders of the [Sponsor] [Related] CLCs, including [the [related] Trustee]
[or] [the [related] Trustee for the [related] Underlying Trust], as the assignee of the [Sponsor's]
[or] [the related Underlying Trust Sponsor's] rights in the Trust CLCs, to withhold consent to any
extension requests [with respect to Trust CLCs or Related CLCs for which it is the Contracted
Security Purchaser], provided that the length of the extension does not, in combination with any
previously granted extensions related thereto, exceed the term of the underlying Mortgage Loan
insured by FHA. The waiver effected by [the Sponsor] [each Contracted Security Purchaser]
will effectively permit the related Ginnie Mae Issuer to extend the maturity of the Ginnie Mae
CLCs in its sole discretion, subject only to the prior written approval of Ginnie Mae.

S-24

IV-3-24

Each Trust CLC will provide for the payment to the [Trust] [or to the] [related] [Underlying
Trust][, as applicable,] of monthly payments of interest equal to a pro rata share of the interest
payments on the underlying Mortgage Loan, less applicable servicing and guaranty fees. The
[Trust] [or the] [related] [Underlying Trust][, as applicable,] will not be entitled to receive any
payments of principal collected on the related Mortgage Loan as long as the Trust CLC is
outstanding. During such period any prepayments and other recoveries of principal (other than
proceeds from the liquidation of the Mortgage Loan) [or any Prepayment Penalties] on the
underlying Mortgage Loan received by the Ginnie Mae Issuer will be deposited into a non-interest
bearing escrow account (the "P&I Custodial Account"). Any such amounts will be held for
distribution to the [Trust] [or to the] [related] [Underlying Trust][, as applicable,] (unless otherwise
negotiated between the Ginnie Mae Issuer and the Contracted Security Purchaser) on the earliest
of (i) the liquidation of the Mortgage Loan, (ii) at the related Ginnie Mae Issuer's option, either (a)
the first Ginnie Mae Certificate Payment Date of the Ginnie Mae Project Loan Certificate
following the conversion of the Ginnie Mae Construction Loan Certificate or (b) the date of
conversion of the Ginnie Mae Construction Loan Certificate to a Ginnie Mae Project Loan
Certificate, and (iii) the applicable Maturity Date. However, the [Holders of the Securities] [or
the] [related] [Underlying Trust][, as applicable,] will not receive any such amounts until the next
Distribution Date and will not be entitled to receive any interest on such amounts, and the related
WACR will be reduced accordingly.
At any time following the final endorsement of the underlying Mortgage Loan by FHA,
prior to the Maturity Date and upon satisfaction of the prerequisites for conversion outlined in
Chapter 32 of the MBS Guide, Ginnie Mae Construction Loan Certificates will be redeemed for
Ginnie Mae Project Loan Certificates. The Ginnie Mae Project Loan Certificates will be issued at
the identical interest rate as the Ginnie Mae Construction Loan Certificates. The aggregate
principal amount of the Ginnie Mae Project Loan Certificates may be less than or equal to the
aggregate amount of advances that has been disbursed and insured on the Mortgage Loan
underlying the related Ginnie Mae Construction Loan Certificates. Any difference between the
principal balance of the Ginnie Mae Construction Loan Certificates and the principal balance of
the Ginnie Mae Project Loan Certificates issued at conversion will be disbursed to the holders of
the Ginnie Mae Construction Loan Certificates as principal upon conversion.]
[The Trust PLCs [Group [ ]] [(Underlying the Underlying Certificates)]]
Each Trust PLC will be based on and backed by one or more multifamily Mortgage Loans
with an original term to maturity of generally no more than 40 years.
Each Trust PLC will provide for the payment to the registered holder of that Trust PLC of
monthly payments of principal and interest equal to the aggregate amount of the scheduled
monthly principal and interest payments on the Mortgage Loans underlying that Trust PLC, less
applicable servicing and guaranty fees. In addition, each such payment will include any
prepayments and other unscheduled recoveries of principal of, and any Prepayment Penalties on,
the underlying Mortgage Loans to the extent received by the Ginnie Mae Issuer during the month
preceding the month of the payment.
The Mortgage Loans [NOTE TO TRUST COUNSEL: For an all Re-REMIC deal:
(Underlying the Underlying Certificates)]
Each Ginnie Mae Multifamily Certificate represents a beneficial interest in one or more
Mortgage Loans.
S-25

IV-3-25

[
( )] Mortgage Loans [will] underlie the [Subgroup [ ]] [Group [ ]] Ginnie Mae
Multifamily Certificates, [which as of the Cut-off Date, consist of [
( )] Mortgage Loans that
underlie the] [Group [ ]] Trust PLCs (the "[Subgroup [ ]] [Group [ ]] Trust PLC Mortgage Loans")]
[and [
( )] Mortgage Loans that underlie the [Subgroup [ ]] [[Group [ ]] Trust CLCs (the
"[Subgroup [ ]] [Group [ ]]"] Trust CLC Mortgage Loans")]. [[
( )] Mortgage Loans underlie
the Group [ ] Underlying Certificate Trust Assets, [all of which are Trust [PLCs] [CLCs]] [which
as of the Cut-off Date, consist of [
( )] Mortgage Loans that underlie the [Group [ ]] Trust
PLCs (the "[Group [ ]] Trust PLC Mortgage Loans" [and, collectively with the Group [ ] Trust
PLC Mortgage Loans, the "Trust PLC Mortgage Loans"])] [and [
( )] Mortgage Loans that
underlie the [Group [ ]] Trust CLCs (the "[Group [ ]] Trust CLC Mortgage Loans" [and,
collectively with the Group [ ] Trust CLC Mortgage Loans, the "Trust CLC Mortgage Loans"])].]
[These Mortgage Loans have an aggregate balance of approximately $[ ] as of the Cutoff Date, after giving effect to all payments of principal due on or before that date[, which consist
of [an] [approximately] $[ ] Trust PLC Mortgage Loan[s] and [an] [approximately] $[ ] Trust
CLC Mortgage Loan[s]].]
[The [Subgroup [ ]] [and] [Group [ ]] Trust PLC Mortgage Loans have an aggregate
balance of approximately $[
] as of the Cut-off Date, after giving effect to all payments of
principal due on or before that date, [and the [Subgroup [ ]] [Group [ ]] Trust CLC Mortgage
Loans have an aggregate balance of approximately $[ ] as of the Cut-off Date, after giving effect
to all payments of principal due on or before that date].]
[The [Subgroup [ ]] [and] [Group [ ]] Trust PLC Mortgage Loans have an aggregate
balance of approximately $[
] as of the Cut-off Date, after giving effect to all payments of
principal due on or before that date, [and the [Subgroup [ ]] [Group [ ]] Trust CLC Mortgage
Loans have an aggregate balance of approximately $[ ] as of the Cut-off Date, after giving effect
to all payments of principal due on or before that date].]
The Mortgage Loans [underlying the Group [ ] Trust Assets] have, on a weighted average
basis, the other characteristics set forth in the Terms Sheet under "Certain Characteristics of the
[Ginnie Mae Multifamily Certificates and the Related] Mortgage Loans Underlying the [Group [
]] Trust Assets" and, on an individual basis, the characteristics described in Exhibit A to this
Supplement. [The Mortgage Loans underlying the Group [ ] Underlying Certificate Trust Assets
have, on an individual basis, the characteristics described in the Updated Exhibit[s] A in Exhibit
C of this Supplement]. They also have the general characteristics described below. The Mortgage
Loans consist of first lien and second lien, multifamily, fixed rate mortgage loans that are secured
by a lien on the borrower's fee simple estate in a multifamily property consisting of five or more
dwelling units or nursing facilities and [guaranteed by Section 538 or] insured by FHA or
coinsured by FHA and the related mortgage lender.
See "The Ginnie Mae Multifamily
Certificates—General" in the Multifamily Base Offering Circular.
FHA Insurance Programs [and Section 538 Guarantee Program]
FHA multifamily insurance programs generally are designed to assist private and public
mortgagors in obtaining financing for the construction, purchase or rehabilitation of multifamily
housing pursuant to the National Housing Act of 1934 (the "Housing Act"). Mortgage Loans are
provided by FHA-approved institutions, which include mortgage banks, commercial banks,
savings and loan associations, trust companies, insurance companies, pension funds, state and local
housing finance agencies and certain other approved entities. Mortgage Loans insured under the
S-26

IV-3-26

programs described below will have such maturities and amortization features as FHA may
approve, provided that generally the minimum mortgage loan term will be at least ten years and
the maximum mortgage loan term will not exceed the lesser of 40 years and 75 percent of the
estimated remaining economic life of the improvements on the mortgaged property. Tenant
eligibility for FHA-insured projects generally is not restricted by income, except for projects as to
which rental subsidies are made available with respect to some or all the units therein or to
specified tenants.
For a summary of the various FHA insurance programs [and the Section 538 Guarantee
Program] under which the Mortgage Loans [underlying the Group [ ] Ginnie Mae Multifamily
Certificates] are insured see "THE GINNIE MAE MULTIFAMILY CERTIFICATES— FHA
Insurance Programs" [and "—Section 538 Guarantee Program"] in the Multifamily Base Offering
Circular. To the extent a Mortgage Loan [underlying the Group [ ] Ginnie Mae Multifamily
Certificates] is insured under multiple FHA insurance programs, you should read each applicable
FHA insurance program description. [**Note to Trust Counsel re Section 241 loans – Confirm
whether equipment is part of the security for the insured loan. If so, additional analysis will
need to be done to ensure the LTV (excluding the value of the equipment or personal
property) satisfies REMIC eligibility requirements].
Certain Additional Characteristics of the Mortgage Loans [NOTE TO TRUST COUNSEL:
For an all Re-REMIC deal: (Underlying the Underlying Certificates)]
Mortgage Rates; Calculations of Interest. The Mortgage Loans [NOTE TO TRUST
COUNSEL: For CLCs whose mortgage interest rate and certificate rate change after
conversion: (other than the Mortgage Loan designated by Pool Number [ ], as described in
Exhibit A)] bear interest at Mortgage Rates that will remain fixed for their remaining terms. All
of the Mortgage Loans accrue interest on the basis of a 360-day year consisting of twelve 30-day
months. See "Characteristics of the Ginnie Mae Multifamily Certificates and the Related
Mortgage Loans" [, in the case of the Group [ ] Securities,] in Exhibit A to this Supplement [and,
in the case of the Group [ ] Securities, in the Updated Exhibit[s] A in Exhibit C to this Supplement].
month.

Due Dates. Monthly payments on the Mortgage Loans are due on the first day of each

Amortization. The [Trust PLC] Mortgage Loans are generally fully-amortizing over their
remaining terms to stated maturity. However, certain of the [Trust PLC] Mortgage Loans [may]
amortize based on their contractual payments to stated maturity, at which time the unpaid principal
balance plus accrued interest thereon is due.
[[Certain] [None] [ ] of the [Group [ ]] Trust CLC Mortgage Loans [has][have] begun to
amortize as of the Cut-off Date.] [Certain] [None] [ ] of the [Group [ ]] Trust CLC Mortgage
Loans [and [none] [ ] of the Group [ ] Trust CLC Mortgage Loans] have begun to amortize as of
the Cut-off Date.] [It is expected that [ ] of the [Group [ ]] Trust CLC Mortgage Loans [and [ ]
of the Group [ ] Trust CLC Mortgage Loans] will begin to amortize beginning in [INSERT
MONTH AFTER CLOSING DATE], 20[ ].] [However, regardless of the scheduled
amortization of Trust CLC Mortgage Loans, the Trust [or the related Underlying Trust, as
applicable,] will not be entitled to receive any principal payments with respect to any Trust CLC
Mortgage Loans until the earliest of (i) the liquidation of the Mortgage Loan, (ii) at the related
Ginnie Mae Issuer's option, either (a) the first Ginnie Mae Certificate Payment Date of the Ginnie
Mae Project Loan Certificate following the conversion of the Ginnie Mae Construction Loan
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Certificate or (b) the date of conversion of the Ginnie Mae Construction Loan Certificate to a
Ginnie Mae Project Loan Certificate, and (iii) the applicable Maturity Date. The Ginnie Mae
Issuer will deposit any principal payments that it receives in connection with any Trust CLC into
the related P&I Custodial Account. The Trust [or the related Underlying Trust, as applicable,] will
not be entitled to recover any interest thereon.]
Certain of the Mortgage Loans may provide that, if the related borrower makes a partial
principal prepayment, such borrower will not be in default if it fails to make any subsequent
scheduled payment of principal provided that such borrower continues to pay interest in a timely
manner and the unpaid principal balance of such Mortgage Loan at the time of such failure is at or
below what it would otherwise be in accordance with its amortization schedule if such partial
principal prepayment had not been made. Under certain circumstances, the Mortgage Loans also
permit the reamortization thereof if prepayments are received as a result of condemnation or
insurance payments with respect to the related Mortgaged Property. Certain Mortgage Loans may
require reamortization thereof in connection with certain voluntary prepayments.
Level Payments. [For Security Group [ ],] Although the Mortgage Loans [(other than the
])] currently have amortization schedules
Mortgage Loan[s] designated by Pool Number[s] [
that provide for level monthly payments, [except as otherwise indicated in the Updated Exhibit[s[
A to Exhibit C to this Supplement] [, (or, in the case of Pool Number[s] [ ] [and [ ]], [an]
amortization schedule[s] that provide[s] for level payments until maturity and then a final balloon
payment at maturity, as described in Exhibit A to this Supplement)] the amortization schedules of
substantially all of the FHA-insured Mortgage Loans are subject to change upon the approval of
FHA that may result in non-level payments. [See Exhibit C to this Supplement for certain
information regarding the characteristics of the Mortgage Loans underlying the Underlying
Trust[s] in Security Group [ ].]
[In the case of Pool Number [ ], the principal and interest payment scheduled to be made
on the first business day of each month is as follows:
From [

] through, and including, [

]

$[

] [(interest only)]

From [

] through, and including, [

]

$[

]

In [

]

The remaining balance of all unpaid
principal plus accrued interest thereon.]

Furthermore, in the absence of a change in the amortization schedule of the Mortgage
Loans, Mortgage Loans that provide for level monthly payments may still receive non-level
payments as a result of the fact that, at any time:
•

FHA may permit any FHA-insured Mortgage Loan to be refinanced or prepaid, in
whole or in part, without regard to any lockout period[, statutory prepayment
prohibition period] or Prepayment Penalty; and

•

condemnation of, or occurrence of a casualty loss on, the Mortgaged Property
securing any Mortgage Loan or the acceleration of payments due under any
Mortgage Loan by reason of a default may result in prepayment.

"Due-on-Sale" Provisions. The Mortgage Loans do not contain "due-on-sale" clauses
restricting sale or other transfer of the related Mortgaged Property. Any transfer of the Mortgaged

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Property is subject to HUD review and approval under the terms of HUD's Regulatory Agreement
with the owner, which is incorporated by reference into the mortgage.
Prepayment Restrictions. [None of the Mortgage Loans have remaining lockout periods.]
[[Certain of the] [The] Mortgage Loans have lockout provisions that prohibit voluntary
prepayments for a number of years following origination. [These] [The] Mortgage Loans
[underlying the Group [ ] Trust Assets] have remaining lockout terms that range from [ ] to [ ]
months [and] [. The Mortgage Loans [underlying the Group [ ] Trust Assets]] have a weighted
average remaining lockout term of approximately [ ] month[s]]. [Certain of the Mortgage Loans
are insured under FHA insurance program Section 223(f) which, with respect to certain mortgage
loans insured thereunder, prohibits prepayments for a period of five (5) years from the date of
endorsement, regardless of any applicable lockout periods associated with such mortgage loans.]
[[The] [Certain of the] Mortgage Loans underlying the Group [ ] Underlying Certificate Trust
Assets have remaining lockout terms that range from [ ] to [ ] months. [See the Updated Exhibit[s]
A in Exhibit C for additional information with respect to remaining lockout periods of the
Mortgage Loans underlying the Group [ ] Underlying Certificate Trust Assets.] The enforceability
of these lockout provisions under certain state laws is unclear.
[Certain of the] [The] Mortgage Loans have a period (a "Prepayment Penalty Period")
during which voluntary prepayments must be accompanied by a prepayment penalty equal to a
specified percentage of the principal amount of the Mortgage Loan being prepaid [or based on a
specified yield maintenance formula] (each, a "Prepayment Penalty"). Each Prepayment Penalty
Period will follow the termination of the [applicable] lockout period[ or, if no lockout period
applies, the applicable Issue Date]. See "Characteristics of the Ginnie Mae Multifamily
Certificates and the Related Mortgage Loans" [, in the case of the Group [ ] Securities,] in Exhibit
A to this Supplement [and, in the case of the Group [ ] Securities, in the Updated Exhibit[s] A in
Exhibit C to this Supplement]. [NOTE TO TRUST COUNSEL: List any special circumstances
regarding the lockout periods of certain mortgage loans.]
[In the case of the Group [ ] Securities,] Exhibit A [and, in the case of the Group [ ]
Securities, the Updated Exhibit[s] A in Exhibit C,] to this Supplement set[s] forth, for each
Mortgage Loan, as applicable, a description of the related Prepayment Penalty, [if any,] the period
during which the Prepayment Penalty applies and the first month in which the borrower may
prepay the Mortgage Loan.
Notwithstanding the foregoing, FHA guidelines require all of the FHA-insured Mortgage
Loans to include a provision that allows FHA to override any lockout and/or Prepayment Penalty
provisions in accordance with FHA policies and procedures. [Additionally, FHA may permit an
FHA-insured Mortgage Loan to be prepaid in whole or in part without regard to any statutory or
contractual prepayment prohibition period in accordance with FHA policies and procedures.]
[Notwithstanding the foregoing, the [Trust] [or] [the] [related] [Underlying Trust][, as
applicable,] will not be entitled to receive any principal prepayments [or any applicable
Prepayment Penalties] with respect to the Trust CLC Mortgage Loans until the earliest of (i) the
liquidation of such Mortgage Loans, (ii) at the related Ginnie Mae Issuer's option, either (a) the
first Ginnie Mae Certificate Payment Date of the Ginnie Mae Project Loan Certificate following
the conversion of the Ginnie Mae Construction Loan Certificate or (b) the date of conversion of
the Ginnie Mae Construction Loan Certificate to a Ginnie Mae Project Loan Certificate, and (iii)
the applicable Maturity Date. However, the Holders of the Securities will not receive any such

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amounts until the next Distribution Date and will not be entitled to receive any interest on such
amount, and the related WACR will be reduced accordingly.]
Coinsurance. Certain of the Mortgage Loans may be federally insured under FHA
coinsurance programs that provide for the retention by the mortgage lender of a portion of the
mortgage insurance risk that otherwise would be assumed by FHA under the applicable FHA
insurance program. As part of such coinsurance programs, FHA delegates to mortgage lenders
approved by FHA for participation in such coinsurance programs certain underwriting functions
generally performed by FHA. Accordingly, there can be no assurance that such mortgage loans
were underwritten in conformity with FHA underwriting guidelines applicable to mortgage loans
that were solely federally insured or that the default risk with respect to coinsured mortgage loans
is comparable to that of FHA-insured mortgage loans generally. As a result, there can be no
assurance that the likelihood of future default or the rate of prepayment on coinsured Mortgage
Loans will be comparable to that of FHA-insured mortgage loans generally.
The Trustee Fee
On each Distribution Date, the Trustee will retain a fixed percentage of all principal and
interest distributions received on [specified] [the] Trust Assets in payment of the Trustee Fee.
GINNIE MAE GUARANTY
The Government National Mortgage Association ("Ginnie Mae"), a wholly-owned
corporate instrumentality of the United States of America within HUD, guarantees the timely
payment of principal and interest on the Securities. The General Counsel of HUD has provided
an opinion to the effect that Ginnie Mae has the authority to guarantee multiclass securities and
that Ginnie Mae guaranties will constitute general obligations of the United States, for which the
full faith and credit of the United States is pledged. See "Ginnie Mae Guaranty" in the Multifamily
Base Offering Circular. Ginnie Mae does not guarantee the payment of any Prepayment Penalties.
DESCRIPTION OF THE SECURITIES
General
The description of the Securities contained in this Supplement is not complete and is
subject to, and is qualified in its entirety by reference to, all of the provisions of the Trust
Agreement. See "Description of the Securities" in the Multifamily Base Offering Circular.
Form of Securities
Each Class of Securities other than the Residual Securities initially will be issued and
maintained in book-entry form and may be transferred only on the Fedwire Book-Entry System.
Beneficial Owners of Book-Entry Securities will ordinarily hold these Securities through one or
more financial intermediaries, such as banks, brokerage firms and securities clearing organizations
that are eligible to maintain book-entry accounts on the Fedwire Book-Entry System. By request
accompanied by the payment of a transfer fee of $25,000 per Certificated Security to be issued, a
Beneficial Owner may receive a Regular Security in certificated form.
The Residual Securities will not be issued in book-entry form but will be issued in fully
registered, certificated form and may be transferred or exchanged, subject to the transfer
restrictions applicable to Residual Securities set forth in the Trust Agreement, at the Corporate
Trust Office of the Trustee located at [INSERT ADDRESS OF TRUSTEE]. See "Description
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of the Securities—Forms of Securities; Book-Entry Procedures" in the Multifamily Base Offering
Circular.
Each Class [(other than the Increased Minimum Denomination Class[es])] will be issued in
minimum dollar denominations 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
denominations that equal $100,000 in initial [principal] [or] [notional] balance] [or (ii) the initial
[principal] [or] [notional] balance if such balance is less than $100,000].]
Distributions
Distributions on the Securities will be made on each Distribution Date, as specified under
"Terms Sheet—Distribution Date" in this Supplement. On each Distribution Date for a Security,
or in the case of the Certificated Securities, on the first Business Day after the related Distribution
Date, the Distribution Amount will be distributed to the Holders of record as of the related 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 appropriate financial
intermediaries. Holders of Certificated Securities will receive distributions by check or, subject to
the restrictions set forth in the Multifamily Base Offering Circular, by wire transfer. See
"Description of the Securities — Distributions" and "— Method of Distributions" in the
Multifamily Base Offering Circular.
Interest Distributions
The Interest Distribution Amount will be distributed on each Distribution Date to the
Holders of all Classes of Securities entitled to distributions of interest.
•

Interest will be calculated on the basis of a 360-day year consisting of twelve 30day months.

•

Interest distributable on any Class for any Distribution Date will consist of 30 days'
interest on its Class Principal Balance [(or Class Notional Balance)] as of the related
Record Date.

•

Investors can calculate the amount of interest to be distributed [(or accrued, in the
case of the Accrual Class[es])] on each Class of Securities for any Distribution Date
by using the Class Factors published in the preceding month. See "—Class
Factors" below.

Categories of Classes [and Components]
For purposes of interest distributions, the Classes will be categorized as shown under
"Interest Type" on the front cover [and on Schedule I] of this Supplement [, and Components will
be categorized as shown under "Terms Sheet — Component Classes" in this Supplement]. The
abbreviations used in this Supplement to describe the interest entitlements of the Classes [and
Components] are explained under "Class Types" in Appendix I to the Multifamily Base Offering
Circular.
Accrual Period[s]
[The Accrual Period for each Regular [and MX] Class is set forth in the table below:

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Class

Accrual Period

[Fixed Rate Class[es]] [and The calendar month preceding the related Distribution Date
Delay Class[es]]
[[Floating Rate] [and] [Inverse From the 16th day of the month preceding the related
Floating Rate Classes] [other Distribution Date through the 15th day of the month of that
than Delay Class[es]]
Distribution Date]
[The Accrual Period for each Regular [and MX] Class is the calendar month preceding the
related Distribution Date.]
[Fixed Rate Class[es]
The Fixed Rate Class[es] will bear interest at the per annum Interest Rate[s] shown on the
front cover [or on Schedule I] of this Supplement.]
[[Floating Rate] [and] [Inverse Floating Rate] Class[es]
The [Floating Rate] [and] [Inverse Floating Rate] Class[es] will bear interest as shown under
"Terms Sheet — Interest Rates" in this Supplement. The Interest Rates for the [Floating Rate]
[and] [Inverse Floating Rate] Class[es] will be based on [30-day Average SOFR] [or] [CME Term
SOFR], [each] as described below.
[NOTE TO TRUST COUNSEL: FOR REMIC CLASSES INDEXED TO 30-DAY
AVERAGE SOFR:
The Interest Rate for [Class[es] [ ] [and] [[ ]] [the Group [ ] [and] [ ] Securities] will be
based on 30-day Average SOFR. The Trustee or its agent will determine 30-day Average SOFR
as described under "Description of the Securities — Interest Rate Indices — Determination of 30day Average SOFR" in the Multifamily Base Offering Circular. [In the case of the Group [ ] [and
[ ]] Securities, the Trustee or its agent will use the same values of 30-day Average SOFR as are
used for the [related] Underlying [Certificate[s]] [Callable Securities] [SMBS Securities].] [NOTE
TO TRUST COUNSEL: The preceding disclosure applies only in the event that the related
Underlying Certificate(s), Underlying SMBS Security or Underlying Callable Security is a floating
rate security indexed to 30-day Average SOFR.]
If 30-day Average SOFR ceases to be available or is no longer representative, a replacement
rate will be selected, as described under "Description of the Securities — Interest Rate Indices —
Benchmark Replacement" in the Multifamily Base Offering Circular.]
[NOTE TO TRUST COUNSEL: FOR REMIC CLASSES INDEXED TO CME
TERM SOFR:
The Interest Rate for [Class[es] [ ] [and] [[ ]] [the Group [ ] [and] [ ] Securities] will be
based on CME Term SOFR. The Trustee or its agent will determine CME Term SOFR as
described under "Description of the Securities — Interest Rate Indices — Determination of CME
Term SOFR " in the Multifamily Base Offering Circular. [In the case of the Group [ ] [and [ ]]
Securities, the Trustee or its agent will use the same values of CME Term SOFR as are used for
the [related] Underlying [Certificate[s]] [Callable Securities] [SMBS Securities].] [NOTE TO
TRUST COUNSEL: The preceding disclosure applies only in the event that the related
Underlying Certificate(s), Underlying SMBS Security or Underlying Callable Security is a floating
rate security indexed to CME Term SOFR.]
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If CME Term SOFR ceases to be available or is no longer representative, a replacement
rate will be selected, as described under "Description of the Securities — Interest Rate Indices —
Benchmark Replacement" in the Multifamily Base Offering Circular.]
[NOTE TO TRUST COUNSEL: Include the following paragraph when there are
Floating Rate and Inverse Floating Rate Classes.] The Trustee's [determination of [30-day
Average SOFR] [or] [CME Term SOFR] and its] calculation of the Interest Rates will be final,
except in the case of clear error. Investors can obtain [30-day Average SOFR] [or] [CME Term
SOFR] levels and] Interest Rates for the current and preceding Accrual Periods on ginniemae.gov
or by calling the Information Agent at (800) 234-GNMA.]
[Weighted Average Coupon Class[es]
The Weighted Average Coupon Class[es] will bear interest [at [a] per annum Interest
Rate[s] based on [Subgroup [ ]] [Group [ ]] WACR [and Subgroup [ ] WACR] [or Group [ ]
WACR]][, as applicable,] as shown under "Terms Sheet—Interest Rates" in this Supplement.
[The Trustee's calculation of the Interest Rates will be final except in the case of clear error.
Investors can obtain Interest Rates for the current and preceding Accrual Periods on ginniemae.gov
or by calling the Information Agent at (800) 234-GNMA.]]
[Partial Accrual Class
Class [ ] is a Partial Accrual Class. Interest will accrue on the Partial Accrual Class and
be distributed as described under "Terms Sheet—Partial Accrual Class" in this Supplement.]
[Accrual Class[es]
[Each of] Class [ ] [and Class [ ]] is an Accrual Class. Interest will accrue on the Accrual
Class[es] and be distributed as described under "Terms Sheet—Accrual Class[es]" in this
Supplement.]
Principal Distributions
The [Subgroup [ ]] [Principal Distribution Amount] [[or][and] the] [Subgroup [ ]]
[Adjusted Principal Distribution Amount] [for each Security Group [or Subgroup], as
applicable,][and the Accrual Amount[s]] will be distributed to the Holders entitled thereto as
described above under "Terms Sheet—Allocation of Principal" in this Supplement. [With respect
to Security Group [ ], the Subgroup [ ]], [and] Subgroup [ ] Principal Distribution Amount[s]
shall include any Accrual Amounts paid as principal on the [related] Underlying Certificate[s] as
described in the [related] Underlying Certificate Disclosure Document.]
Investors can calculate the amount of principal to be distributed with respect to any
Distribution Date by using the Class Factors published in the preceding and current months. See
"—Class Factors" below.
Categories of Classes[ and Components]
For purposes of principal distributions, the Classes will be categorized as shown under
"Principal Type" on the front cover [and on Schedule I] of this Supplement, [and Components will
be categorized as shown under "Terms Sheet—Component Classes" in this Supplement]. The
abbreviations used in this Supplement to describe the principal entitlements of the Classes [and

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Components] are explained under "Class Types" in Appendix I to the Multifamily Base Offering
Circular.
[Component Class[es]
[Each of] [Class ] [and Class
] [is] a Component Class and has Components with
the designations and characteristics shown under "Terms Sheet — Component Class[es]" in this
Supplement. Components will not be separately issued or transferable.]
[Notional Class[es]
The Notional Class[es] will not receive principal distributions. For convenience in
describing interest distributions, the Notional Class[es] will have the original Class Notional
Balance[s] shown on the front cover [and on Schedule I] of this Supplement]. The Class Notional
Balance[s] will be reduced as shown under "Terms Sheet—Notional Class[es]" in this
Supplement.]
Prepayment Penalty Distributions
The Trustee will distribute any Prepayment Penalties that are received by the Trust during
the related interest Accrual Period as described in "Terms Sheet—Allocation of Prepayment
Penalties" in this Supplement.
Residual Securities
[The Class R Securities will represent the beneficial ownership of the Residual Interest in
the Trust REMIC, as described in "Certain United States Federal Income Tax Consequences" in
the Multifamily Base Offering Circular.] [The Class RR Securities will represent the beneficial
ownership of the Residual Interest [in each Trust REMIC] [in the Issuing REMIC and the
beneficial ownership of the Residual Interest in [the] [each] Pooling REMIC], as described in
"Certain United States Federal Income Tax Consequences" in the Multifamily Base Offering
Circular.] [The Class RI Securities will represent the beneficial ownership of the Residual Interest
in the Issuing REMIC, and the Class RP Securities will represent the beneficial ownership of the
Residual Interest in [the] [each] Pooling REMIC, as described in "Certain United States Federal
Income Tax Consequences" in the Multifamily Base Offering Circular.] [The Class [R] [RR] [RI
and Class RP] Securities have no Class Principal Balance and do not accrue interest.] [In addition
to payments of principal and interest, the] [The] Class [R] [RR] [RI and RP] Securities will be
entitled to receive the proceeds of the disposition of any assets remaining in the [related] Trust
REMIC[s] after the Class Principal Balance [or Class Notional Balance] of each Class of Regular
Securities [in the related Security [Group] [or] [Groups]] has been reduced to zero. However, any
remaining proceeds are not likely to be significant. The Residual Securities may not be transferred
to a Plan Investor, a Non-U.S. Person or a Disqualified Organization.
Class Factors
The Trustee will calculate and make available for each Class of Securities, no later than
the day preceding the Distribution Date, the factor (carried out to eight decimal places) that when
multiplied by the Original Class Principal Balance [(or original Class Notional Balance)] of that
Class, determines the Class Principal Balance [(or Class Notional Balance)] after giving effect to
the distribution of principal to be made on the Securities [(and any addition to the Class Principal
Balance of [the] [an] [a] [Partial] Accrual Class)] [or any reduction of Class Notional Balance] on
that Distribution Date (each, a "Class Factor").
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•

The Class Factor for any Class of Securities for each month following the issuance
of the Securities will reflect its remaining Class Principal Balance [(or Class
Notional Balance)] after giving effect to any principal distribution [(or addition to
principal)] to be made or any reduction of Class Notional Balance on the
Distribution Date occurring in that month.

•

The Class Factor for each Class for the month of issuance is 1.00000000.

•

[The Class Factors for the MX Class[es] and the Class[es] of REMIC Securities
that [are] [is] exchangeable for the MX Class[es] will be calculated assuming that
the maximum possible amount of each Class is outstanding at all times, regardless
of any exchanges that may occur.]

•

Based on the Class Factors published in the preceding and current months (and
Interest Rates), investors in any Class [(other than [the] [an] [a] [Partial] Accrual
Class)] can calculate the amount of principal and interest to be distributed to that
Class[, and investors in [the] [any] [Partial] Accrual Class[es] can calculate the total
amount of principal [and interest] to be distributed to (or interest to be added to the
Class Principal Balance of) such Class] on the Distribution Date in the current
month.

•

Investors may obtain current Class Factors on ginniemae.gov.

See "Description of the Securities—Distributions" in the Multifamily Base Offering
Circular.
[Trading
For the sole purpose of facilitating trading and settlement, the Principal Only Class[es] will
be treated as [a] non-delay class[es].] [NOTE TO TRUST COUNSEL: CONFIRM WITH
SPONSOR WHETHER PRINCIPAL ONLY CLASSES ARE TO BE MARKETED AS
DELAY OR NON-DELAY CLASSES.]
Termination
The Trustee, at its option, may purchase or cause the sale of the Trust Assets and thereby
terminate the Trust on any Distribution Date on which the aggregate of the Class Principal
Balances of the Securities is less than 1% of the aggregate Original Class Principal Balances of
the Securities. On any Distribution Date upon the Trustee's determination that the REMIC status
of [the] [any] Trust REMIC has been lost or that a substantial risk exists that this status will be lost
for the then current taxable year, the Trustee will terminate the Trust and retire the Securities.
Upon any termination of the Trust, the Holder of any outstanding Security (other than a
Residual [or Notional Class] Security) will be entitled to receive that Holder's allocable share of
the Class Principal Balance of that Class plus any accrued and unpaid interest thereon at the
applicable Interest Rate[, and any Holder of any outstanding Notional Class Security will be
entitled to receive that Holder's allocable share of any accrued and unpaid interest thereon at the
applicable Interest Rate]. The Residual Holders will be entitled to their pro rata share of any assets
remaining in the [related] Trust REMIC[s] after payment in full of the amounts described in the
foregoing sentence. However, any remaining assets are not likely to be significant.

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[Modification and Exchange
All or a portion of the Class[es] of REMIC Securities specified on the front cover may be
exchanged for a proportionate interest in the [related] MX Class[es] shown on Schedule I to this
Supplement. Similarly, all or a portion of the [related] MX Class[es] may be exchanged for
proportionate interests in the related Class [or Classes] of REMIC Securities [and, in the case of
Combination [ ], other related MX Classes]. This process may occur repeatedly.
Each exchange may be effected only in proportions that result in the principal and interest
entitlements of the Securities received being equal to the entitlements of the Securities surrendered.
[In the case of Combination[s][,] [
], [the Class [ ] and Class [ ] Securities]] [The
related REMIC securities] may be exchanged for proportionate interests in various
subcombinations of MX Classes. Similarly, all or a portion of these MX Classes may be
exchanged for proportionate interests in the related REMIC Securities or in other subcombinations
of the related MX Classes. Each subcombination may be effected only in proportions that result
in the principal and interest entitlements of the Securities received being equal to the entitlements
of the Securities surrendered. See the example under "Description of the Securities—Modification
and Exchange" in the Multifamily Base Offering Circular.]
[NOTE TO TRUST COUNSEL: FOR MX CLASSES SUBJECT TO FORCED
EXCHANGE: [[Each][The] MX Class that is a Weighted Average Coupon Class will accrue
interest as described under "Terms Sheet — Interest Rates" in this Supplement.] [For [each of]
Class[es] [ ] [and [ ]], in the event that either (1) the Interest Rate of [any] such MX Class will
equal or exceed 1,200% per annum for any Accrual Period, or (2) [the Class Principal Balance [of
any such MX Class] [of Class[es] [ ]] [or] [ ] [or] [the Class Notional Balance of Class[es] [ ]
[or] [ ]] will be reduced to zero on any Distribution Date, the Trustee will, prior to the close of
business on the last Business Day of the calendar month immediately preceding the related
Distribution Date in the first case, and prior to the related Distribution Date on which the [Class
Principal Balance] [or] [Class Notional Balance][, as applicable,] of such MX Class would be
reduced to zero in the second case, effect a mandatory exchange of such MX Class for its related
REMIC Securities [and MX Securities[, if applicable]]. Thereafter, no further exchanges of such
REMIC Securities [and MX Securities[, if applicable]] will be permitted [for the related
Combination].]
A Beneficial Owner proposing to effect an exchange must notify the Trustee through the
Beneficial Owner's Book Entry Depository participant. This notice must be received by the
Trustee not later than two Business Days before the proposed exchange date. The exchange date
can be any Business Day other than the last Business Day of the month. The notice must contain
the outstanding [principal] [or[ [notional] balance of the Securities to be included in the exchange
and the proposed exchange date. The notice is required to be delivered to the Trustee [by email to
[
] or] in writing at its Corporate Trust Office at [ADDRESS], Attention: [
]. The
].
Trustee may be contacted by telephone at [( )
] and by fax at [( )
A fee will be payable to the Trustee in connection with each exchange equal to 1/32 of 1%
of the outstanding principal balance [(or notional balance)] of the Securities surrendered for
exchange (but not less than $2,000 or more than $25,000) [; provided, however, [that no fee will
be payable in respect of a mandatory exchange described above][; and provided, further,] that no
fee will be payable in respect of an interest only security, unless all securities involved in the
exchange are interest only securities]. [If the notional balance of the interest only securities
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surrendered exceeds that of the interest only securities received; the fee will be based on the latter.]
The fee must be paid concurrently with the exchange.
The first distribution on a REMIC Security or an MX Security received in an exchange will
be made on the Distribution Date in the month following the month of the exchange. The
distribution will be made to the Holder of record as of the Record Date in the month of exchange.
See "Description of the Securities—Modification and Exchange" in the Multifamily Base
Offering Circular.]
YIELD, MATURITY AND PREPAYMENT CONSIDERATIONS
General
The prepayment experience of the Mortgage Loans will affect the Weighted Average Lives
of and the yields realized by investors in the [related] [Securities].
•

Mortgage Loan principal payments may be in the form of scheduled or unscheduled
amortization.

•

The terms of each Mortgage Loan provide that, following any applicable lockout
period and upon payment of any applicable Prepayment Penalty, the Mortgage
Loan may be voluntarily prepaid in whole or in part.

•

In addition, in some circumstances FHA may permit an FHA-insured Mortgage
Loan to be refinanced or prepaid without regard to any lockout[, statutory
prepayment prohibition] or Prepayment Penalty provisions. See "Characteristics
of the Ginnie Mae Multifamily Certificates and the Related Mortgage Loans[,]" [in
the case of the Group [ ] Securities,] in Exhibit A to this Supplement [and, in the
case of the Group [ ] Securities, in the Updated Exhibit[s] A in Exhibit C to this
Supplement].

•

The condemnation of, or occurrence of a casualty loss on, the Mortgaged Property
securing any Mortgage Loan or the acceleration of payments due under the
Mortgage Loan by reason of default may also result in a prepayment at any time.

Mortgage Loan prepayment rates are likely to fluctuate over time. No representation is
made as to the expected Weighted Average Lives of the Securities or the percentage of the original
unpaid principal balance of the Mortgage Loans that will be paid to Holders at any particular time.
A number of factors may influence the prepayment rate.
•

While some prepayments occur randomly, the payment behavior of the Mortgage
Loans may be influenced by a variety of economic, tax, geographic, demographic,
legal and other factors.

•

These factors may include the age, geographic distribution and payment terms of
the Mortgage Loans; remaining depreciable lives of the underlying properties;
characteristics of the borrowers; amount of the borrowers' equity; the availability
of mortgage financing; in a fluctuating interest rate environment, the difference
between the interest rates on the Mortgage Loans and prevailing mortgage interest
rates; the extent to which the Mortgage Loans are assumed or refinanced or the
underlying properties are sold or conveyed; changes in local industry and

S-37

IV-3-37

population as they affect vacancy rates; population migration; and the attractiveness
of other investment alternatives.
•

These factors may also include the application of (or override by FHA of) lockout
periods[, statutory prepayment prohibition periods] or the assessment of
Prepayment Penalties. For a more detailed description of the lockout and
Prepayment Penalty provisions of the Mortgage Loans, see "Characteristics of the
Ginnie Mae Multifamily Certificates and the Related Mortgage Loans" [, in the
case of the Group [ ] Securities,] in Exhibit A to this Supplement [and, in the case
of the Group [ ] Securities, in the Updated Exhibit[s] A in Exhibit C to this
Supplement].

No representation is made concerning the particular effect that any of these or other factors
may have on the prepayment behavior of the Mortgage Loans. The relative contribution of these
or other factors may vary over time.
[Notwithstanding the foregoing, the [Trust] [or the] [[related] Underlying Trust][, as
applicable,] will not be entitled to receive any principal prepayments [or any applicable
Prepayment Penalties] with respect to the Trust CLC Mortgage Loans until the earliest of (i) the
liquidation of such Mortgage Loans, (ii) at the related Ginnie Mae Issuer's option, either (a) the
first Ginnie Mae Certificate Payment Date of the Ginnie Mae Project Loan Certificate following
the conversion of the Ginnie Mae Construction Loan Certificate or (b) the date of conversion of
the Ginnie Mae Construction Loan Certificate to a Ginnie Mae Project Loan Certificate, and (iii)
the applicable Maturity Date. However, the Holders of the Securities will not receive any such
amounts until the next Distribution Date and will not be entitled to receive any interest on such
amounts, and the related WACR will be reduced accordingly.]
In addition, following any Mortgage Loan default and the subsequent liquidation of the
underlying Mortgaged Property, the principal balance of the Mortgage Loan will be distributed
through a combination of liquidation proceeds, advances from the related Ginnie Mae Issuer and,
to the extent necessary, proceeds of Ginnie Mae's guaranty of the Ginnie Mae Multifamily
Certificates.
•

As a result, defaults experienced on the Mortgage Loans will accelerate the
distribution of principal of the Securities. [As a result, defaults experienced on the
Mortgage Loans will accelerate the reduction of the notional balances of the
Underlying Certificates and Class [ ] Securities.]

•

Under certain circumstances, the Trustee has the option to purchase the Trust
Assets, thereby effecting early retirement of the Securities. See "Description of the
Securities—Termination" in this Supplement.

The terms of the Mortgage Loans may be modified to permit, among other things, a partial
release of security, which releases a portion of the mortgaged property from the lien securing the
related Mortgage Loan. Partial releases of security may allow the related borrower to sell the
released property and generate proceeds that may be used to prepay the related Mortgage Loan in
whole or in part.

S-38

IV-3-38

[Accretion Directed Classes
Classes [ ] and [ ] are Accretion Directed Classes. The [related] Accrual Amount will
be applied to making principal distributions on those Class[es] as described in this Supplement.
[Class [ ] is a Notional Class whose Class Notional Balance is determined by reference to the
Class Principal Balance of Class [ ].]
[[Each of [the Accretion Directed Classes [(other than Class[es] [ ] and [ ])] [Classes [ ]
and [ ]]] [Class [ ]] has the AD designation in the suffix position, rather than the prefix position,
in its class principal type because it does not have principal payment stability through the
applicable pricing prepayment assumption. [Class[es] [ ] [and [ ]] [NOTE TO TRUST
COUNSEL: INSERT SUFFIX AD CLASSES THAT WILL BE DISPLAYED IN THE
TABLE] will have principal payment stability only through the prepayment rate shown in the
table below [and within [their][its] Effective Range[s][, if applicable]].] [[[The remaining
Accretion Directed Classes are] [Classes [ ] and [ ] are] [Class [ ] is] [NOTE TO TRUST
COUNSEL: INSERT SUFFIX AD CLASSES THAT WILL NOT BE DISPLAYED IN THE
TABLE] [not listed in the table below because,] [although [they are] [it is]] [Although the
Accretion Directed Class[es] are] entitled to receive payments from the [related] Accrual
Amount[s], [they do] [it does] not have principal payment stability through any prepayment rate
significantly higher than 0% CPR[, except within [their][its] Effective Range[s][, if applicable]].]
[The Accretion Directed Classes] [Class [ ] and Class [ ]] are entitled to principal
payments in an amount equal to interest accrued on the [related] Accrual Class[es]. [With respect
Class ], the Weighted Average Life of each
to the Classes listed in the table below] [Class __ and Class__],
such Class cannot exceed its Weighted Average Life as shown in the following table under any
[constant] prepayment scenario, even a scenario where there are no prepayments.
•

Moreover, based on the Modeling Assumptions, if the [related] Mortgage Loans
prepay at any constant rate at or below the rate for an Accretion Directed Class shown
in the table below, its Class Principal Balance [(or Class Notional Balance, in the case
of Class [ ])] would be reduced to zero on, but not before, its Final Distribution
Date, and its Weighted Average Life would equal its maximum Weighted Average
Life.

•

However, the Weighted Average Lives of Classes [ ] and [
] [especially Classes
[ ] and [
], which are also Support Classes], will be reduced [, and may be
reduced significantly,] at prepayment speeds higher than the constant rates shown in
the table below. [See "Yield, Maturity and Prepayment Considerations — Decrement
Tables" in this Supplement.]
Accretion Directed Classes

Security
Group

Class

Maximum Weighted
Average Life
(in Years)

Final
Distribution Date

Prepayment Rate
at or below
% CPR
% CPR

The Mortgage Loans will have characteristics that differ from those of the Modeling
Assumptions. Therefore, even if the [related] Mortgage Loans prepay at a rate at or somewhat
S-39

IV-3-39

below the "at or below" rate shown for any Accretion Directed Class, the Class Principal Balance
[(or Class Notional Balance, in the case of Class [ ])] of that Class could be reduced to zero before
its Final Distribution Date, and its Weighted Average Life could be shortened.]
[Securities that Receive Principal on the Basis of Schedules
As described in this Supplement, each [PAC], [Scheduled] and [TAC] Class will receive
principal payments in accordance with a schedule calculated on the basis of, among other things,
[a] [one or more] Structuring Range[s] or Rate. See "Terms Sheet—Scheduled Principal
Balances." However, whether [any] such Class will adhere to its schedule [or schedules] and
receive "Scheduled Payments" on a Distribution Date will largely depend on the level of
prepayments experienced by the [related] Mortgage Loans.
Each [PAC], [Scheduled] and [TAC] Class exhibits an Effective Range [or Rate] of
constant prepayment rates at which such Class will receive Scheduled Payments. That range [or
rate] may differ from the Structuring Range [or Ranges] [or Rate] used to create the [related]
principal balance schedule. Based on the Modeling Assumptions, the initial Effective Range[s]
[or Rate[s]] for the PAC, [Scheduled] and [TAC] Class[es] [and Components] [is][are] as follows:
[NOTE TO TRUST COUNSEL: Organize within each category by order of Security Group.]
Security
Group

Initial Effective [Range[s]] [or] [Rate[s]]
PAC [I][II] Class[es] [and Component[s]]
[ ] [and [ ] (in the aggregate)] . . . . . . . . . . . .
[ ] [and [ ] (in the aggregate)] . . . . . . . . . . . .
[ ] [and [ ] (in the aggregate)] . . . . . . . . . . . .

[ ]% CPR through [ ]% CPR
[ ]% CPR through [ ]% CPR
[ ]% CPR through [ ]% CPR

Scheduled Class[es] [and Component[s]]
[ ] [and [ ] (in the aggregate)] . . . . . . . . . . . .
[ ] [and [ ] (in the aggregate)] . . . . . . . . . . . .
[ ] [and [ ] (in the aggregate)] . . . . . . . . . . . .

[ ]% CPR through [ ]% CPR
[ ]% CPR through [ ]% CPR
[ ]% CPR through [ ]% CPR

TAC Class[es] [and Component[s]]
[ ] [and [ ] (in the aggregate)] . . . . . . . . . . . .
[ ] [and [ ] (in the aggregate)] . . . . . . . . . . . .

[[ ]% CPR] [[ ]% CPR through [ ]% CPR]]
[[ ]% CPR] [[ ]% CPR through [ ]% CPR]]

•

The principal payment stability of the PAC Class[es] [and Components] will be
supported [in part] by the related [Scheduled], [TAC] and [Support] Class[es] [and
Components].

•

The principal payment stability of the Scheduled Class[es] [and Components] will be
supported [in part] by the related [TAC] and [Support] Class[es] [and Components].

•

The principal payment stability of the TAC Class[es] [and Components] will be
supported [in part] by the related Support Class[es] [and Components].

If [all of] the Class[es] [and Components] supporting a given Class [or Component]
[is] [are] retired before the Class [or Component] being supported is retired, the outstanding
Class [or Component] will no longer have an Effective Range [or Rate] and will become more
sensitive to prepayments on the [related] Mortgage Loans.
S-40

IV-3-40

Moreover, the Mortgage Loans will not prepay at any constant rate. Non-constant
prepayment rates can cause any [PAC], [Scheduled] or [TAC] Class [or Component] not to receive
Scheduled Payments, even if prepayment rates remain within the initial Effective Range [(or if
prepayment rates average the Effective Rate)], if any, for that Class [or Component]. Further, the
Effective Range for any [PAC] or [Scheduled] Class [or Component] can narrow, shift over time
or cease to exist[, and the Effective Rate for any TAC Class [or Component] can change or cease
to exist] depending on the actual characteristics of the [related] Mortgage Loans.
If the [related] Mortgage Loans prepay at rates that are generally below the Effective Range
[or Rate] for any [PAC], [Scheduled] or [TAC] Class [or Component], the amount available to pay
principal on the Securities may be insufficient to produce Scheduled Payments on the [related]
[PAC][,] [Scheduled] [and] [TAC] Classes [and Components], [if any], and [its][their] Weighted
Average Life may be extended, perhaps significantly.]
If the [related] Mortgage Loans prepay at rates that are generally above the Effective Range
[or Rate] for any [PAC], [Scheduled] or [TAC] Class [or Component], its supporting Classes [and
Components] may be retired earlier than that [PAC], [Scheduled] or [TAC] Class [or Component],
and the Weighted Average Life of the [PAC], [Scheduled] or [TAC] Class [or Component] may
be shortened, perhaps significantly.]
Assumability
Each Mortgage Loan may be assumed, subject to HUD review and approval, upon the sale
of the related Mortgaged Property. See "Yield, Maturity and Prepayment Considerations—
Assumability of Mortgage Loans" in the Multifamily Base Offering Circular.
Final Distribution Date
The Final Distribution Date for each Class, which is set forth on the front cover of this
Supplement [or on Schedule I to this Supplement], is the latest date on which the related Class
Principal Balance [or Class Notional Balance] will be reduced to zero.
•

The actual retirement of any Class may occur earlier than its Final Distribution Date.

•

According to the terms of the Ginnie Mae Guaranty, Ginnie Mae will guarantee
payment in full of the Class Principal Balance of each Class of Securities no later
than its Final Distribution Date.

Modeling Assumptions
[The] [Unless otherwise indicated, the] tables that follow have been prepared on the basis
of [the characteristics of the Underlying Certificate[s], the priorities of distributions on the
Underlying Certificate[s]] [and] the following assumptions (the "Modeling Assumptions"), among
others:
1. The Mortgage Loans underlying the [Group [ ]] Trust Assets have the characteristics
shown under "Characteristics of the Ginnie Mae Multifamily Certificates and the Related
Mortgage Loans" in Exhibit A to this Supplement[, and the Group [ ] Underlying Certificate Trust
Assets have the characteristics shown under the Updated Exhibit[s] A in Exhibit C of this
Supplement].
2. [There are no voluntary prepayments during any lockout period.][With respect to
Mortgage Loans insured under FHA insurance program Section 223(f), FHA approves
S-41

IV-3-41

prepayments made by borrowers after any applicable lockout period expires to the extent that any
statutory prepayment prohibition period applies.] [All of the Mortgage Loans underlying each
Underlying Certificate have amortization schedules that provide for level monthly payments.]
3. [There are no prepayments on any Trust CLC.]
4. [With respect to each Trust PLC, the Mortgage Loans][The Mortgage Loans] prepay[s]
at [100%] PLD (as defined under "—Prepayment Assumptions" in this Supplement) and,
beginning on the applicable Lockout End Date[ or, to the extent that] [no lockout period applies]
[or] [the remaining lockout period is 0,] the Closing Date], at the constant percentages of [CPR]
[ ] (described below) shown in the related table.]
5. [The Issue Date, Lockout End Date and Prepayment Penalty End Date of each Ginnie
Mae Multifamily Certificate is the first day of the month indicated [on Exhibit A] [or] [on the
Updated Exhibit[s] A in Exhibit C[, as applicable]].]
6. Distributions on the Securities, including all distributions of prepayments on the
Mortgage Loans, are always received on the 16th day of the month, whether or not a Business
Day, commencing in [
] 20[ ].
7. [[One hundred percent] ([100]%) of the Prepayment Penalties [that are collected in
respect of the Security Group [ ] Trust Assets] are received by the Trustee and distributed [to Class
[ ]] [as described in "Terms Sheet—Allocation of Prepayment Penalties" in this Supplement] [and
[One hundred percent] ([100]%) of the Prepayment Penalties [that are collected in respect of the
Security Group [ ] Trust Assets] are received by the Trustee and distributed to Class [ ]] .] [Any
Prepayment Penalties received on the Trust Assets are distributed as follows: [ ]% to Class [ ]
and [ ]% to the Trustee.]
8. A termination of the Trust [or [either] [any] Trust REMIC] [or the Underlying Trust[s]]
does not occur.
9. The Closing Date for the Securities is [

] , 20[ ].

10. No expenses or fees are paid by the Trust other than the Trustee Fee, which is paid as
described under "[The Ginnie Mae Multifamily Certificates][The Trust Assets] — The Trustee
Fee" in this Supplement.
11. [Each Trust CLC converts to a Trust PLC on the date on which amortization payments
are scheduled to begin on the related Mortgage Loan.]
12. [Each Class is held from the Closing Date and is not exchanged in whole or in part
[including that there is no mandatory exchange of Class[es] [ ] [and [ ]].]
13. [Distributions on the Underlying Certificate[s] are made as described in the [related]
Underlying Certificate Disclosure Document[s].]
14. [NOTE TO TRUST COUNSEL: USE FOR REREMIC DEALS WHERE
CONTRACTUAL PRINCIPAL AND INTEREST PAYMENTS ARE NOT DISCLOSED IN
THE EXHIBIT: Each of the Group [ ] Mortgage Loans in the Underlying Trust[s][ Ginnie Mae
[ - ] [and Ginnie Mae [ - ]] are amortizing based on the Principal Balance as of the Cut-off
Date, Remaining Term to Maturity, and Mortgage Interest Rate as stated in Exhibit C.] [In the
case of Pool Number [ ] in Ginnie Mae [ - ], the Mortgage Loan is amortizing based on nonlevel payments as disclosed in the related Underlying Certificate Disclosure Document.]
S-42

IV-3-42

15. [With respect to Pool Number [ ], the Mortgage Interest Rate and Certificate Rate
displayed in Exhibit A will change from [ ]% to [ ]% and from [ ]% to [ ]%, respectively, upon its
conversion from a Trust CLC to a Trust PLC.]
16. [There are no modifications or waivers with respect to any terms including lockout
periods and prepayment periods.]
17. [Other or different assumptions, as applicable.]
When reading the [decrement] tables and the related text, investors should bear in mind
that the Modeling Assumptions, like any other stated assumptions, are unlikely to be entirely
consistent with actual experience.
•

For example, many Distribution Dates will occur on the first Business Day after the
16th day of the month, [prepayments may not occur during the Prepayment Penalty
Period,] and the Trustee may cause a termination of the Trust as described under
"Description of the Securities—Termination" in this Supplement.

•

In addition, distributions on the Securities are based on Certificate Factors, Corrected
Certificate Factors, and Calculated Certificate Factors, if applicable, which may not
reflect actual receipts on the Trust Assets.

See "Description of the Securities—Distributions" in the Multifamily Base Offering
Circular.
Prepayment Assumptions
Prepayments of mortgage loans are commonly measured by a prepayment standard or
model. [One of the models used in this Supplement is the constant prepayment rate ("CPR")
model, which represents an assumed constant rate of voluntary prepayment each month relative to
the then outstanding principal balance of the Mortgage Loans [NOTE TO TRUST COUNSEL:
INCLUDE THE FOLLOWING WHEN THERE ARE TRUST CLCs: underlying any Trust
PLC] to which the model is applied. See "Yield, Maturity and Prepayment Considerations—
Prepayment Assumption Models" in the Multifamily Base Offering Circular.]
[In addition, this Supplement uses another model to measure involuntary prepayments.
This model is the Project Loan Default or PLD model provided by the Sponsor [and the CoManager]. The PLD model represents an assumed rate of involuntary prepayments each month as
specified in the table below (the "PLD Model Rates"), in each case expressed as a per annum
percentage of the then-outstanding principal balance of each of the Mortgage Loans [underlying
any Trust PLC] in relation to its loan age. For example, 0% PLD represents 0% of such assumed
rate of involuntary prepayments; 50% PLD represents 50% of such assumed rate of involuntary
prepayments; 100% PLD represents 100% of such assumed rate of involuntary prepayments; and
so forth.
The following PLD model table was prepared on the basis of 100% PLD. Ginnie Mae had
no part in the development of the PLD model and makes no representation as to the accuracy or
reliability of the PLD model.

S-43

IV-3-43

Project Loan Default
Mortgage Loan Age
Involuntary Prepayment Default
(in months)(1)
Rate (2)
1-12
13-24
25-36
37-48
49-60
61-72
73-84
85-96
97-108
109-168
169-240
241-maturity

1.30%
2.47
2.51
2.20
2.13
1.46
1.26
0.80
0.57
0.50
0.25
0.00

(1) For purposes of the PLD model, Mortgage Loan Age means the number of months elapsed since the Issue Date
indicated on Exhibit A [and the Updated Exhibit[s] A in Exhibit C]. [In the case of any Trust CLC Mortgage
Loans [and any Trust PLC Mortgage Loan with a Remaining Interest Only Period greater than zero,] the
Mortgage Loan Age is the number of months that have elapsed after the expiration of the Remaining Interest
Only Period indicated on Exhibit A [and the Updated Exhibit[s] A in Exhibit C[ to this Supplement]].
(2) Assumes that involuntary prepayments start immediately.

[Another model used in this Supplement is a prepayment standard or model called [
which has been provided by the Sponsor to measure involuntary prepayments.

],

[Description of what the model represents]
Ginnie Mae had no part in the development of this model and makes no representation about the
accuracy or reliability of this model.]
The decrement table[s] set forth below are based on the assumption that the [Trust PLC]
Mortgage Loans prepay at the indicated percentages of CPR (the "CPR Prepayment Assumption
Rates") [and 100% PLD] [and that the Trust CLC Mortgage Loans prepay at 0% CPR and 0%
PLD until the Trust CLCs convert to Ginnie Mae Project Loan Certificates, after which they prepay
at the CPR Prepayment Assumption Rates and 100% PLD]. [It is unlikely that the Mortgage
Loans will prepay at any of the [CPR] Prepayment Assumption Rates [or PLD Model Rates],
and the timing of changes in the rate of prepayments actually experienced on the Mortgage
Loans is unlikely to follow the pattern described for the [CPR] Prepayment Assumption
Rates [or PLD Model Rates].
Decrement Table[s]
The decrement table[s] set forth below illustrate the percentage of the Original Class
Principal Balance [(or, in the case of [a] [the] Notional Class, the original Class Notional Balance)]
that would remain outstanding following the distribution made each specified month for each
Regular [or MX] Class, based on the assumption that the [related] [Trust PLC] Mortgage Loans
prepay at the [CPR] Prepayment Assumption Rates [and 100% PLD] [and the Trust CLC Mortgage
Loans prepay at 0% CPR and 0% PLD until the Trust CLCs convert to Ginnie Mae Project Loan
Certificates, after which they prepay at the [CPR] Prepayment Assumption Rates and 100% PLD].
The percentages set forth in the following decrement tables have been rounded to the nearest whole
percentage (including rounding down to zero).
S-44

IV-3-44

The decrement table[s] also indicate the Weighted Average Life of each Class under each
[[CPR] Prepayment Assumption Rate and the PLD percentage rates indicated above for the [Trust
PLC] Mortgage Loans [and the Trust CLC Mortgage Loans]] [[CPR] Prepayment Assumption
Rate and 100% PLD based on the assumptions indicated above for the Mortgage Loans.] The
Weighted Average Life of each Class is calculated by:
(a)

multiplying the net reduction, if any, of the Class Principal Balance [(or the net
reduction of the Class Notional Balance, in the case of [a] [the] Notional Class)]
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 assumed net reductions in principal
balance or notional balance, as applicable, referred to in clause (a).

[The Weighted Average Lives are likely to vary, perhaps significantly, from those set
forth in the tables below due to the differences between the actual rate of prepayments on
the Mortgage Loans underlying the [Ginnie Mae Multifamily Certificates] [Trust Assets]
and the Modeling Assumptions.]
[The information shown for [the] [each] Notional Class is for illustrative purposes only, as
the Notional Class[es] [is][are] not entitled to distributions of principal and [has] [have] no
Weighted Average Life. The Weighted Average Life shown for [the] [each] Notional Class has
been calculated on the assumption that a reduction in the Class Notional Balance thereof is a
distribution of principal.]

S-45

IV-3-45

Percentages of Original Class Principal [(or Class Notional)] Balances
and Weighted Average Lives
[Security Group [ ]]

Distribution Date
Initial Percent
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
Weighted Average
Life (years) ....................

Distribution Date
Initial Percent

0%
100

0%
100

%
100

Class [ ]
%
100

%
100

Class [ ]
%
100

%
100

%
100

%
100

[CPR] Prepayment Assumption Rates
Class [ ]
0%
%
%
%
%
100
100
100
100
100

0%
100

%
100

Class [ ]
%
100

%
100

%
100

%
100

[CPR] Prepayment Assumption Rates
Class [ ]
0%
%
%
%
%
100
100
100
100
100

0%
100

%
100

Class [ ]
%
100

%
100

%
100

S-46

IV-3-46

[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
Weighted Average
Life (years) ....................

Distribution Date
Initial Percent
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
Weighted Average
Life (years) ....................

0%
100

%
100

Class [ ]
%
100

[CPR] Prepayment Assumption Rates
%
100

S-47

%
100

0%
100

%
100

Class [ ]
%
100

%
100

%
100

IV-3-47

Yield Considerations
An investor seeking to maximize yield should make a decision whether to invest in any
Class based on:
•

the anticipated yield of that Class resulting from its purchase price[,] [and]

•

the investor's own projection of Mortgage Loan prepayment rates under a variety
of scenarios[,] [and]

•

[the investor's own projection of the likelihood of extensions of the maturity of any
Trust CLC or delays with respect to the conversion of a Trust CLC to a Ginnie
Mae Project Loan Certificate][,] [and]

•

[in the case of a [Floating Rate] [or an] [Interest Only] [Inverse Floating Rate]
Class, the investor's own projection of levels of [30-day Average SOFR] [or]
[CME Term SOFR][, as applicable,] under a variety of scenarios][,] [and]

•

[in the case of the Group [ ] Securities,] the investor's own projection of payment
rates on [the] [each] Underlying Certificate[s] under a variety of scenarios].

No representation is made regarding Mortgage Loan prepayment rates[, [30-day
Average SOFR] [or] [CME Term SOFR] [, Underlying Certificate payment rates] [, the
occurrence and duration of extensions, if any, the timing of conversions, if any,] or the yield
of any Class.
Prepayments: Effect on Yields
The yields to investors will be sensitive in varying degrees to the rate of prepayments on
the [related] Mortgage Loans.
•

In the case of Regular [or MX] Securities purchased at a premium [(especially the
Interest Only Class[es]),] faster than anticipated rates of principal payments could
result in actual yields to investors that are lower than the anticipated yields.

•

[Investors in the Interest Only Class[es] should also consider the risk that rapid rates
of principal payments could result in the failure of investors to recover fully their
investments.]

•

In the case of Regular [or MX] Securities purchased at a discount [(especially the
Principal Only Class[es])], slower than anticipated rates of principal payments
could result in actual yields to investors that are lower than the anticipated yields.

•

[Investors in [each of] Class[es] [ ] [and [ ]] should consider that differing rates of
reduction in the related REMIC Securities [will] [may] ultimately cause such
Class[es] to be exchanged for the related REMIC Securities [or in the case of
Combination[s] [ ] [and [ ]], [REMIC] [and] [MX] Securities [(consisting
primarily or exclusively of an Interest Only Class)]. [In addition, based on the
differing rates of reduction in the related REMIC Securities, Class[es] [ ] [and [ ]]
could become [a] Principal Only Class[es]].] 4

4

[NOTE TO TRUST COUNSEL: THIS BULLET IS NOT APPLICABLE TO A FORCED EXCHANGE REQUIRED WHEN
THE PRINCIPAL BALANCE OF AN MX CLASS IS REDUCED TO ZERO AS SUCH FORCED EXCHANGE IS ONLY NECESSARY

S-48

IV-3-48

See "Risk Factors—Rates of principal payments can reduce your yield" in this Supplement.
[None of the Mortgage Loans have remaining Lockout Periods] [For Security Group [ ],]
[C][c]ertain of the] [The] Mortgage Loans prohibit voluntary prepayments during specified
lockout periods with remaining terms that range from [ ] to [ ] months [and] [. The Mortgage
Loans] have a weighted average remaining lockout period of approximately [ ] months and a
weighted average remaining term to maturity of approximately [ ] months.]
[For Security Group [ ],] [certain of] the Mortgage Loans prohibit voluntary prepayments
during specified lockout periods with remaining terms that range from [ ] to [ ] months. See the
Updated Exhibit[s] A in Exhibit C for additional information with respect to remaining lockout
periods.]
[Certain of the Mortgage Loans [in Security Group[s] [ ] and [ ]] are insured under FHA
insurance program Section 223(f), which, with respect to certain mortgage loans insured
thereunder, prohibits prepayments for a period of five (5) years from the date of endorsement,
regardless of any applicable lockout periods associated with such mortgage loans.]
[Certain of the] [The] Mortgage Loans also provide for payment of a Prepayment Penalty
in connection with prepayments for a period extending beyond the lockout period[ or, if no lockout
period applies, the applicable Issue Date]. See "[The Ginnie Mae Multifamily Certificates][The
Trust Assets]—Certain Additional Characteristics of the Mortgage Loans" and "Characteristics
of the Ginnie Mae Multifamily Certificates and the Related Mortgage Loans [(Underlying the
Underlying Certificates)]" [, in the case of the Group [ ] Securities,] in Exhibit A to this Supplement
[and, in the case of the Group [ ] Securities, in the Updated Exhibit[s] A in Exhibit C to this
Supplement]. The required payment of a Prepayment Penalty may not be a sufficient disincentive
to prevent a borrower from voluntarily prepaying a Mortgage Loan.
In addition, in some circumstances FHA may permit an FHA-insured Mortgage Loan to
be refinanced or prepaid without regard to any lockout[, statutory prepayment prohibition] or
Prepayment Penalty provisions.
[Notwithstanding the foregoing, the Trust [or related Underlying Trust[s], as applicable,]
will not be entitled to receive any principal prepayments [or any applicable Prepayment Penalties]
with respect to the Trust CLC Mortgage Loans until the earliest of (i) the liquidation of such
Mortgage Loans, (ii) at the related Ginnie Mae Issuer's option, either (a) the first Ginnie Mae
Certificate Payment Date of the Ginnie Mae Project Loan Certificate following the conversion of
the Ginnie Mae Construction Loan Certificate or (b) the date of conversion of the Ginnie Mae
Construction Loan Certificate to a Ginnie Mae Project Loan Certificate, and (iii) the applicable
Maturity Date. However, the Holders of the Securities will not receive any such amounts until the
next Distribution Date and will not be entitled to receive any interest on such amounts, and the
related WACR will be reduced accordingly.]
Information relating to lockout periods[, statutory prepayment prohibition periods] and
Prepayment Penalties is contained under "Certain Additional Characteristics of the Mortgage
Loans [(Underlying the Underlying Certificates)]" and "Yield, Maturity and Prepayment
WHEN ONE OF THE RELATED REMIC SECURITIES IS THE CLASS ENTITLED TO PREPAYMENT PENALTIES, AND THE
RELATED MX CLASS CAN RETIRE WHILE PREPAYMENT PENALTIES ARE STILL OWING TO SUCH RELATED REMIC
CLASS.]

S-49

IV-3-49

Considerations" in this Supplement[,] [and] in Exhibit A to this Supplement [and in the Updated
Exhibit[s] A in Exhibit C to this Supplement].
Rapid rates of prepayments on the Mortgage Loans are likely to coincide with periods of
low prevailing interest rates.
•

During periods of low prevailing interest rates, the yields at which an investor may
be able to reinvest amounts received as principal payments on the investor's Class
of Securities may be lower than the yield on that Class.

Slow rates of prepayments on the Mortgage Loans are likely to coincide with periods of
high prevailing interest rates.
•

During periods of high prevailing interest rates, the amount of principal payments
available to an investor for reinvestment at those high rates may be relatively low.

The Mortgage Loans will not prepay at any constant rate until maturity, nor will all of the
Mortgage Loans prepay at the same rate at any one time. The timing of changes in the rate of
prepayments may affect the actual yield to an investor, even if the average rate of principal
prepayments is consistent with the investor's expectation. In general, the earlier a prepayment of
principal on the Mortgage Loans, the greater the effect on an investor's yield. As a result, the effect
on an investor's yield of principal prepayments occurring at a rate higher (or lower) than the rate
anticipated by the investor during the period immediately following the Closing Date is not likely
to be offset by a later equivalent reduction (or increase) in the rate of principal prepayments.
[30-day Average SOFR] [or] [CME Term SOFR]]: Effect on Yields of the [Floating Rate]
[and] [Inverse Floating Rate] Class[es]
[Low levels of [30-day Average SOFR] [or] [CME Term SOFR][, as applicable,] can
reduce the yield of the Floating Rate Class[es].] [High levels of [30-day Average SOFR] [or] [CME
Term SOFR] [, as applicable,] can [significantly] reduce the yield of the Inverse Floating Rate
Class[es].] In addition, [the] [certain] [Floating Rate Class[es] will not benefit from a higher yield
at high levels of [30-day Average SOFR] or [CME Term SOFR][, as applicable,] [and [[the]
[certain] [Inverse Floating Rate Class[es]] may not benefit from particularly low levels of [30-day
Average SOFR] or [CME Term SOFR] [, as applicable,] because the rate on such Class[es] is
capped at a maximum rate described under "Terms Sheet — Interest Rates."]
[Payment Delay: Effect on Yields of the [Fixed Rate] [and] [Delay] Class[es]]
The effective yield on any [Fixed Rate] [or] [Delay] Class will be less than the yield
otherwise produced by its Interest Rate and purchase price because on any Distribution Date, 30
days' interest will be payable on [(or added to the principal amount of)] that Class even though
interest began to accrue approximately 46 days earlier.]
Yield Table[s]
The following table[s] show[s] the pre-tax yields to maturity on a corporate bond
equivalent basis of [specified Classes] [Class [ ]] [based on the assumption that the [Trust PLC]
Mortgage Loans prepay at the [CPR] Prepayment Assumption Rates and 100% PLD [and the Trust
CLC Mortgage Loans prepay at 0% CPR and 0% PLD until the Trust CLCs convert to Ginnie Mae
Project Loan Certificates after which they prepay at the [CPR] Prepayment Assumption Rates and
100% PLD] [at various constant percentages of CPR and 100% PLD].

S-50

IV-3-50

The Mortgage Loans will not prepay at any constant rate until maturity, [and it is unlikely
that [30-day Average SOFR] [or] [CME Term SOFR] will remain constant]. Moreover, it is likely
that the Mortgage Loans will experience actual prepayment rates that differ from those of the
Modeling Assumptions. Therefore, the actual pre-tax yield of [any Class] [Class [ ]] may differ
from those shown in the [applicable] table below even if [the Class] [Class [ ]] is purchased at
the assumed price shown.
The yields were calculated by:
1.

determining the monthly discount rates that, when applied to the [applicable]
assumed streams of cash flows to be paid on [the] [applicable] [Class] [Class [ ]],
would cause the discounted present value of the assumed streams of cash flows to
equal the assumed purchase price of [that] Class [ ] plus accrued interest [(in the
case of the interest-bearing Classes)], and

2.

converting the monthly rates to corporate bond equivalent rates.

These calculations do not take into account variations that may occur in the interest rates at which
investors may 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 [any Class] [Class [ ]] 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 assumption[s] that [(1)] the Interest Rate applicable to [each] [the]
Inverse Floating Rate Class for each Accrual Period following the first Accrual Period will be
based on the indicated level of [30-day Average SOFR] [or] [CME Term SOFR] [and] [the Interest
Rate applicable to the Class[es] [ ] for each Accrual Period will be based on the indicated level of
[30-day Average SOFR] [or] [CME Term SOFR[(2)] the purchase price of [each] [the] Class [ ]
(expressed as a percentage of its [Original Class Principal Balance] [or] [original Class Notional
Balance]) plus accrued interest [(in the case of the interest-bearing Classes)] is as indicated in the
[related] table. The assumed purchase price is not necessarily that at which actual sales will
occur.
[Security Group [ ]]
Sensitivity of Class[ ] to Prepayments
Assumed Price [ ]%*

S-51

IV-3-51

%
%

[CPR] Prepayment Assumption Rates
%
%
%
%
%
%

%
%

Sensitivity of Class [ ] to Prepayments
Assumed Price [
]%*
[30-day Average
SOFR]
[CME
Term SOFR
% [and below] .............
%..................................
% [and above] ..............

[CPR] Prepayment Assumption Rates
%
%
%
%

%
%
%

%
%
%

%
%
%

%
%
%

Sensitivity of Class [ ] to Prepayments
Assumed Price [
]%*
[30-day Average
SOFR]
[CME
Term SOFR
% [and below] .............
%..................................
% [and above] ..............

*
**

[CPR] Prepayment Assumption Rates
%
%
%
%

%
%
%

%
%
%

%
%
%

%
%
%

The price does not include accrued interest. Accrued interest has been added to the price in calculating the yields
set forth in the table.
Indicates that investors will suffer a loss of virtually all of their investment.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following tax discussion, when read in conjunction with the discussion of "Certain
United States Federal Income Tax Consequences" in the Multifamily Base Offering Circular,
describes the material United States federal income tax considerations for investors in the
Securities. However, these two tax discussions do not purport to deal with all United States federal
tax consequences applicable to all categories of investors, some of which may be subject to special
rules.
REMIC Election[s]
In the opinion of [insert name of Trust Counsel], the Trust will constitute a [Single]
[Double] REMIC Series for United States federal income tax purposes. [Separate REMIC
elections will be made for [the] [each] Pooling REMIC and the Issuing REMIC.]
Regular Securities
The Regular Securities will be treated as debt instruments issued by the [Issuing] [Trust]
REMIC[s] for United States federal income tax purposes. Income on the Regular Securities must
be reported under an accrual method of accounting.

S-52

IV-3-52

[The [Principal Only][,] [Notional] [and] [Accrual] Class[es] of Regular Securities will be
issued with original issue discount ("OID"), and] [C][c]ertain [other] Classes of Regular Securities
may be issued with [original issue discount ("OID")] OID. See "Certain United States Federal
Income Tax Consequences—Tax Treatment of Regular Securities—Original Issue Discount," "—
Variable Rate Securities" and "—Interest Weighted Securities and Non-VRDI Securities" in the
Multifamily Base Offering Circular.
The prepayment assumption that should be used in determining the rates of accrual of OID,
if any, on the Regular Securities is [ ]% [CPR] [and 100% PLD] [in the case of the Trust PLC
Mortgage Loans and 0% CPR [and 0% PLD] in the case of the Trust CLC Mortgage Loans until
the Trust CLCs convert to Ginnie Mae Project Loan Certificates, after which the prepayment
assumption that should be used is [ ]% CPR [and 100% PLD] (as described in "Yield, Maturity
and Prepayment Considerations" in this Supplement). [In the case of the [Class [ ] Securities]
[[Floating Rate] [and Inverse Floating Rate] [Classes]], the interest rate value[s] to be used for
these determinations [is] [are] the initial Interest Rate[s] as set forth in the Terms Sheet under
"Interest Rates."] No representation is made, however, about the rate at which prepayments on the
Mortgage Loans underlying the Ginnie Mae Multifamily Certificates actually will occur [or the
level of [30-day Average SOFR] [or] [CME Term SOFR] at any time after the date of this
Supplement]. See "Certain United States Federal Income Tax Consequences" in the Multifamily
Base Offering Circular.
The Regular Securities generally will be treated as "regular interests" in a REMIC for
domestic building and loan associations and "real estate assets" for real estate investment trusts
("REITs") as described in "Certain United States Federal Income Tax Consequences" in the
Multifamily Base Offering Circular. Similarly, interest on the Regular Securities will be
considered "interest on obligations secured by mortgages on real property" for REITs as described
in "Certain United States Federal Income Tax Consequences" in the Multifamily Base Offering
Circular.
Residual Securities
[The Class R Securities will represent the beneficial ownership of the Residual Interest in
the Trust REMIC.] [The Class RR Securities will represent the beneficial ownership of the
Residual Interest in [each Trust REMIC] [the] [each] Pooling REMIC and the beneficial ownership
of the Residual Interest in the Issuing REMIC].] [The Class RI Securities will represent the
beneficial ownership of the Residual Interest in the Issuing REMIC, and the Class RP Securities
will represent the beneficial ownership of the Residual Interest in [the] [each] Pooling REMIC.]
The Residual Securities, i.e., the Class [R] [RR] [RI and RP] Securities, generally will be treated
as "residual interests" in a REMIC for domestic building and loan associations and as "real estate
assets" for REITs, as described in "Certain United States Federal Income Tax Consequences" in
the Multifamily Base Offering Circular, but will not be treated as debt for United States federal
income tax purposes. Instead, the Holders of the Residual Securities will be required to report,
and will be taxed on, their pro rata shares of the taxable income or loss of the [related] Trust
REMIC[s], and these requirements will continue until there are no [outstanding regular interests
in the respective Trust REMICs] [Securities of any Class outstanding] [, even though the Holders
previously may have received full payment of their stated interest and principal]. [Thus, Residual
Holders will have taxable income attributable to the Residual Securities even though they will not
receive principal or interest distributions with respect to the Residual Securities, which could result
in a negative after-tax return for the Residual Holders.] [[Even though the Holders of the Residual
S-53

IV-3-53

Securities are not entitled to any stated principal or interest payments on the Residual Securities,]
the [related] Trust REMIC[s] may have substantial taxable income in certain periods, and
offsetting tax losses may not occur until much later periods. Accordingly, the Holders of the
Residual Securities may experience substantial adverse tax timing consequences.] Prospective
investors are urged to consult their own tax advisors and consider the after-tax effect of ownership
of the Residual Securities and the suitability of the Residual Securities to their investment
objectives.
Prospective Holders of Residual Securities should be aware that, at issuance, based on the
expected prices of the Regular and Residual Securities and the prepayment assumption described
above, the residual interests represented by the Residual Securities will be treated as "noneconomic
residual interests" as that term is defined in Treasury regulations.
[OID Accruals on the Underlying Certificate[s] will be computed using the same
prepayment assumption as set forth under "Certain United States Federal Income Tax
Consequences—Regular Securities" in this Supplement.]
[MX Securities
For a discussion of certain United States federal income tax consequences applicable to the
MX Class[es], see "Certain United States Federal Income Tax Consequences—Tax Treatment of
MX Securities", "—Exchanges of MX Classes and Regular Classes" and "—Taxation of Foreign
Holders of REMIC Securities and MX Securities" in the Multifamily Base Offering Circular.]
Investors should consult their own tax advisors in determining the United States
federal, state, local, foreign and any other tax consequences to them of the purchase,
ownership and disposition of the Securities.
ERISA MATTERS
Ginnie Mae guarantees distributions of principal and interest with respect to the Securities.
The Ginnie Mae Guaranty is supported by the full faith and credit of the United States of America.
Ginnie Mae does not guarantee the payment of any Prepayment Penalties. The Regular [and MX]
Securities will qualify as "guaranteed governmental mortgage pool certificates" within the
meaning of a Department of Labor regulation, the effect of which is to provide that mortgage loans
and participations therein underlying a "guaranteed governmental mortgage pool certificate" will
not be considered assets of an employee benefit plan subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or subject to Section 4975 of the Code (each, a
"Plan"), solely by reason of the Plan's purchase and holding of that certificate.
Prospective Plan Investors should consult with their advisors 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.
Governmental plans and certain church plans, while not subject to the fiduciary
responsibility provisions of ERISA or the prohibited transaction provisions of ERISA and the
Code, may nevertheless be subject to local, state or other federal laws that are substantially similar
to the foregoing provisions of ERISA and the Code ("Similar Law").
Fiduciaries of any such Plans or governmental or church plans subject to Similar Law
should consult with their counsel before purchasing any of the Securities.

S-54

IV-3-54

See "ERISA Considerations" in the Multifamily Base Offering Circular.
The Residual Securities are not offered to, and may not be transferred to, a Plan Investor.
LEGAL INVESTMENT CONSIDERATIONS
Institutions whose investment activities are subject to legal investment laws and regulations
or to review by certain regulatory authorities may be subject to restrictions on investment in the
Securities. No representation is made about the proper characterization of any Class for
legal investment or other purposes, or about the permissibility of the purchase by particular
investors of any Class under applicable legal investment restrictions.
Investors should consult their own legal advisors regarding applicable investment
restrictions and the effect of any restrictions on the liquidity of the Securities prior to
investing in the Securities.
See "Legal Investment Considerations" in the Multifamily Base Offering Circular.
PLAN OF DISTRIBUTION
Subject to the terms and conditions of the Sponsor Agreement, the Sponsor has agreed to
purchase all of the Securities if any are sold and purchased. The Sponsor proposes to offer the
Regular [and MX] Classes to the public from time to time for sale in negotiated transactions at
varying prices to be determined at the time of sale, plus accrued interest[, if any,]from [[
] 1,
20[ ]] on the [Fixed Rate [and Delay] Classes] [and from] [[
] [16], 20[ ] on the [Floating Rate]
[and] [Inverse Floating Rate] Class[es]]. The Sponsor may effect these transactions by sales to or
through certain securities dealers. These dealers may receive compensation in the form of
discounts, concessions or commissions from the Sponsor and/or commissions from any purchasers
for which they act as agents. Some of the Securities may be sold through dealers in relatively
small sales. In the usual case, the commission charged on a relatively small sale of securities will
be a higher percentage of the sales price than that 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 Securities will have the same characteristics as described
in this Supplement, except that [(1)] the Original Class Principal Balance [(or original Class
Notional Balance)][,] of each Class [and] [(2)] [the Original Component Principal Balance of each
Component of each related Class] [and] [(3)] [the [Scheduled Principal Balances [and Aggregate
Scheduled Principal Balances] [of [each] [the] Class [or Component] [receiving principal
distributions [or interest distributions based upon a notional balance] from [the same] Trust Asset
Group] will increase by the same proportion]. The Trust Agreement, the Final Data Statement [,
the Final Schedules] and the Supplemental Statement, if any, will reflect any increase in the size
of the transaction.
LEGAL MATTERS
Certain legal matters will be passed upon for Ginnie Mae by [Hunton Andrews Kurth LLP]
[and Harrell & Chambliss LLP], for the Trust by [
] and for the Trustee by
[
].

S-55

IV-3-55

[Schedule I]
[Available Combination[s] (1)
Class

REMIC Securities

Security Group 1
Combination 1
Combination 2
Security Group 2
Combination 3
Security Group 3 and 4
Combination 4 [(6)] [(8)]
[(7)]

Original [Class
Principal Balance]
[or] [Class
Notional Balance]

$
$
$

Related
MX Class

[(9)][(10)]

Maximum Original [Class
Principal Balance] [or]
[Class
Notional Balance](2)

Principal
Type (3)

MX Securities
Interest
Rate

$
$

%
%

$

[(5)]

Interest
Type (3)

CUSIP
Number

Final
Distribution
Date (4)

S-I-1
(1)
(2)
(3)
(4)
[(5)
[(6)

IV-3-56

[(7)
[(8)
[(9)

All exchanges must comply with minimum denomination restrictions.
The amount shown for [each] [the] MX Class represents the maximum Original Class Principal Balance [(or original Class Notional Balance)] of that Class,
assuming it were to be issued on the Closing Date.
As defined under "Class Types" in Appendix I to the Multifamily Base Offering Circular.
See "Yield, Maturity and Prepayment Considerations — Final Distribution Date" in this Supplement.
The Interest Rate will be calculated as described under "Terms Sheet — Interest Rates" in this Supplement.]
In the case of Combination[s] [ ] [and [ ]], various subcombinations are permitted. See "Description of the Securities—Modification and Exchange" in the
Multifamily Base Offering Circular for a discussion of subcombinations.]
MX Class.]
Combination[s] [ ] [and [ ]] [are] [is] derived from REMIC classes of separate Security Groups.
NOTE TO TRUST COUNSEL: FOR MX CLASSES THAT ARE SUBJECT TO FORCED EXCHANGE: In the event that either (1) the Interest
Rate of this MX Class will equal or exceed 1200% per annum for any Accrual Period, or (2) the [Class Principal Balance] [or] [the Class Notional Balance][,
as applicable], of this MX Class will be reduced to zero on any Distribution Date, the Trustee will, prior to the close of business on the last Business Day of
the calendar month immediately preceding the related Distribution Date in the first case, and prior to the related Distribution Date on which the [Class
Principal Balance] [or] [Class Notional Balance][, as applicable,] of this MX Class would be reduced to zero in the second case, effect a mandatory exchange
of this MX Class for its related REMIC Securities [or, in the case of Combination[s] [ ] [and [ ]], its related REMIC and MX Securities] and, thereafter, no
further exchanges of such REMIC Securities [and MX Securities, if applicable,] will be permitted [for the related Combination].]

[Schedule II
SCHEDULED PRINCIPAL BALANCES
Class[es] [ ]
[(in the aggregate)]

Distribution Date
Initial
Balance
................................................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ]..........................................................................
[Month] 20[ ] and thereafter...................................................

S-II-1

Class[es] [ ]
[(in the aggregate)]

]

IV-3-57

Exhibit A
[Group [ ] Trust Assets]
Characteristics of the Ginnie Mae Multifamily Certificates and the Related Mortgage Loans(1)
FHA Insurance
Program
[/Section 538
Guarantee
Pool
[Security
Security
City[/
State[/
Number Group][Subgroup] Type Program][(2)] County] Territory]
[(13)]

[(15)]

Principal
Balance
Servicing
Monthly
Original Remaining Period
as of the Mortgage
from
and
Principal Term to
Term to
Lockout
Cut-off Interest Certificate Guaranty Maturity
and
Maturity Maturity Issuance Issue End
Date
Rate
Rate
Fee Rate
Date
Interest(3)
(mos.)
(mos.)
(mos.) Date Date(4)†
[(10)]

[(10)]

[(11)]

[(12)]
[(14)]

Prepayment
Lockout/
Prepayment
Penalty
Penalty
End
Date(5)†
Code(6)

Remaining
Lockout
Period
(mos.)(7)†

Total
Remaining
Lockout
[Remaining
and Prepayment Interest Only
Penalty Period
Period
(mos.)(8)†
(mos.)(9)]

[A]
[B]

____________

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

A-1

(5)
(6)
(7)
(8)
(9)
[(10)]
[(11)]
[(12)]
[(13)]
[(14)]

Based on publicly available information, including the disclosure documents for the Ginnie Mae Multifamily Certificates, the information with respect to the Mortgage Loans set forth on this Exhibit A
has been collected and summarized by the Sponsor [and the Co-Manager].
[Certain Mortgage Loans insured under FHA insurance program Section 223(f) cannot be prepaid for a period of five (5) years from the date of endorsement, unless prior written approval from FHA is
obtained, regardless of any applicable lockout period associated with such mortgage loans.]
[The principal and interest amounts shown in this column reflect only those amounts that are due in respect of the portion of each applicable Ginnie Mae Project Loan Certificate that is a Trust PLC [or
each Ginnie Mae Construction Loan Certificate that is a Trust CLC. Because Ginnie Mae Construction Loan Certificates are not entitled to receive principal payments, the amounts identified for each
Trust CLC are based upon the assumption that the Trust CLC has converted to a Trust PLC].]
The Lockout End Date is the first month when a Mortgage Loan is no longer subject to any lockout for voluntary prepayments of principal. [For purposes of determining the Lockout End Date in this
Exhibit A, the Lockout End Date is based on the lockout period described in the note or other evidence of indebtedness without regard to any applicable statutory prepayment prohibition period.]
The Prepayment Penalty End Date is the first month when a Mortgage Loan is no longer subject to the payment of any Prepayment Penalties.
In some circumstances FHA may permit an FHA-insured Mortgage Loan to be refinanced or prepaid without regard to any Lockout or Prepayment Penalty Code.
The Remaining Lockout Period is the number of months from the Cut-off Date up to but not including the Lockout End Date.
The Total Remaining Lockout and Prepayment Penalty Period is the number of months from the Cut-off Date up to but not including the later of the Prepayment Penalty End Date or Lockout End Date.
The Remaining Interest Only Period reflects the number of months remaining [(1) before [each] [the] Ginnie Mae Project Loan Certificate commences monthly payments of principal and interest or
(2)] during which each Ginnie Mae Construction Loan Certificate is expected to remain outstanding, based on the remaining construction period for the Ginnie Mae Construction Loan Certificate].
[The Mortgage Interest Rate and Certificate Rate for Pool Number [ ] will be [ ]% and [ ]%, respectively, after the date of conversion to a Ginnie Mae Project Loan Certificate.]
[The Servicing and Guaranty Fee Rate for Pool Number [ ] will be [ ]% after the date of final endorsement of the note.]
[Pool Number[s] [ ] [and [ ]] will have monthly principal and interest payments as described in this Supplement. See "Certain Additional Characteristics of the Mortgage Loans — Level Payments" in
this Supplement.]
[The scheduled date of conversion of Pool Number [ ], a Ginnie Mae Construction Loan Certificate, to Pool Number [ ], a Ginnie Mae Project Loan Certificate, is [
]. The information shown in
this Exhibit A is for Pool Number [ ].]
[NOTE TO TRUST COUNSEL: If this footnote is applicable to multiple pools, use the second bracketed sentence with the table instead of the first sentence applicable to only one pool: [Pool
Number [ ] will have an amortization schedule providing for level monthly principal and interest payments in the amount of $[ ] for each payment date prior to the related maturity date, with a balloon
payment equal to the remaining unpaid principal balance of the Mortgage Loan plus accrued interest thereon to be due as of its maturity date.] [The following Pool Numbers will have amortization
schedules providing for level monthly principal and interest payments in the amounts indicated in the table below for each payment date prior to the related maturity date, with balloon payments equal to
the remaining unpaid principal balance of the related Mortgage Loan plus accrued interest thereon to be due as of its maturity date:

IV-3-58

Pool Number
[]
[(15)]
†

Monthly Principal and Interest
[]]

[Pool Number [ ] relates to [ [ multifamily properties located in [ ]],[[and] [ ] [and] [ ].]
The Lockout End Date, Prepayment Penalty End Date, Remaining Lockout Period and Total Remaining Lockout and Prepayment Penalty Period are based on the Sponsor's interpretation of provisions
in the related notes. Differing interpretations of these provisions can result in dates and periods that may vary by as much as one month.

Lockout and Prepayment Penalty Codes: [NOTE TO TRUST COUNSEL: The table will need to be customized based on the lockout and Prepayment Penalty provisions of the related Mortgage
Loans.]

For each Lockout and Prepayment Penalty Code listed in the table below, lockout up to but not including the Lockout End Date to the extent applicable; from and including the Lockout End Date or
to the extent that the Lockout End Date is N/A, after the Issue Date, the applicable Initial Prepayment Penalty Percentage indicated below will apply to any prepaid amount made during the
applicable Initial Prepayment Penalty Percentage Term indicated below, which is the number of mortgage loan payment dates from and including the Lockout End Date or beyond the Issue Date, as
applicable; thereafter, the applicable Subsequent Prepayment Penalty Percentages indicated below will apply to any prepaid amount, where each percentage applies for a period of twelve
consecutive mortgage loan payment dates up to but not including the applicable Prepayment Penalty End Date.
[example:]
Lockout/Prepayment
Penalty Code
A
B
C
D
E

Initial Prepayment
Penalty Percentage
[10[%
[10[%
[10[%
[10[%
[9[%

Initial Prepayment
Penalty Percentage Term
[36]
[13]
[12]
[48]
[12]

Subsequent Prepayment
Penalty Percentage
[7%, 6%, 5%, 4%, 3%, 2%, 1%]
[9%, 8%, 7%, 6%, 5%, 4%, 3%, 2%, 1%]
[9%, 8%, 7%, 6%, 5%, 4%, 3%, 2%, 1%]
[N/A]
[8%, 7%, 6%, 5%, 4%, 3%, 2%, 1%]

[For Lockout/Prepayment Penalty Code [__], lockout up to but not including the Lockout End Date; thereafter [prepayment is permitted without penalty] [a Prepayment Penalty of [ ]% of the
prepaid amount up to but not including the [ ] mortgage loan payment date beyond the Lockout End Date disclosed above[; thereafter a Prepayment Penalty of [ ]% of the prepaid amount up to
but not including the [ ] mortgage loan payment date beyond the Lockout End Date disclosed above][, declining thereafter by 1% annually [up to but not including the Prepayment Penalty End
Date]].]
[NOTE TO TRUST COUNSEL: This legacy approach to disclosing Lockout and Prepayment Penalty Codes may be needed based on specific provisions of the related Mortgage Loans. The table format
above should be the default format however.]

A-2

(A)[Lockout up to but not including the Lockout End Date; thereafter [prepayment is permitted without penalty] [a Prepayment Penalty of [ ]% of the prepaid amount up to but not including the [ ]
mortgage loan payment date beyond the Lockout End Date disclosed above[; thereafter a Prepayment Penalty of [ ]% of the prepaid amount up to but not including the [ ] mortgage loan payment date
beyond the Lockout End Date disclosed above][, declining thereafter by 1% annually [up to but not including the Prepayment Penalty End Date]].]
(B)[No [remaining] Lockout. [Prepayment Penalty of [ ]% of the prepaid amount up to but not including the [ ] mortgage loan payment date beyond the Lockout End Date disclosed above[; thereafter a
Prepayment Penalty of [ ]% of the prepaid amount up to but not including the [ ] mortgage loan payment date beyond the Lockout End Date disclosed above][, declining thereafter by 1% annually [up to
but not including the Prepayment Penalty End Date]].]

IV-3-59

Exhibit B
Underlying Certificate[s]

Trust Asset
[Group]
[Subgroup]

Issuer

Series

Class

Issue
Date

CUSIP
Number

Interest
Rate

Interest
Type(1)

Final
Distribution
Date

Principal
Type(1)

Original
[Principal]
[or]
[Notional]
Balance of
Class

Underlying
Certificate
Factor(2)

[Principal]
[or]
[Notional]
Balance in
Trust

Percentage
of Class in
Trust

Ginnie Mae
I or II

[(3)]
[(5)]
[(6)]

[(7)]

[(4)]

B-1

(1) As defined under "Class Types" in Appendix I to the Multifamily Base Offering Circular.
(2) Underlying Certificate Factor[s] [are] [is] as of [
] 20[ ]. [NOTE TO TRUST COUNSEL: For deals with only "instant re-REMICS," should replace with
"Based on assumed mortgage loan data as set forth under "Certain Characteristics of the Ginnie Mae Multifamily Certificates and the Related Mortgage Loans
Underlying the [Group [ ]] Trust Assets" in the Terms Sheet" in the [related] Underlying Certificate Disclosure Document.]
[(3) MX Class.]
[(4) The Interest Rate will be calculated or described under "Terms Sheet — Interest Rates" in the [related] Underlying Certificate Disclosure Document.]
[NOTE TO TRUST COUNSEL: Modify footnotes (5) for Underlying Certificates in the Transaction.]
[(5) [Class[es] [ ] [and [ ]] [is] [are] backed by [a] previously issued Ginnie Mae [REMIC] [and] [or] [MX] certificate[s][, which are further backed by [a] previously issued
Ginnie Mae [REMIC] [and] [or] [MX] certificate[s]], as outlined below: [NOTE TO TRUST COUNSEL: List each class of previously issued certificate in chronological
order, with any further previously issued certificates indented and listed in chronological order. Indent as many times as are necessary to list all previously issued
certificates. Examples follow.]
•
•
•

[REMIC] [MX] Class [ ] from 20[ ]-[ ]
[REMIC] [MX] Class [ ] from 20[ ]-[ ][, further backed by:]
o
[REMIC] [MX] Class [ ] from 20[ ]-[ ]
[REMIC] [MX] Class [ ] from 20[ ]-[ ] [, further backed by:]
o
[REMIC] [MX] Class [ ] from 20[ ]-[ ][, further backed by:]
•
[REMIC] [MX] Class [ ] from 20[ ]-[ ][, further backed by:]
[REMIC] [MX] Class [ ] from 20[ ]-[ ]]
•

IV-3-60

[An] [u]pdated Exhibit[s] A for Ginnie Mae [ ], [ ] and [ ] [is] [are] included in Exhibit C to this Supplement.]

Exhibit C
Updated Exhibit[s] A[1]

[1 NOTE TO TRUST COUNSEL: Include the following language in footnote 1 to the Updated
Exhibit A: Capitalized terms have the meaning ascribed to them in the Offering Circular
Supplement to which this Updated Exhibit A refers.]

C-1

IV-3-61

$[

]

Government National
Mortgage Association

GINNIE MAE®
Guaranteed Multifamily REMIC
Pass-Through Securities
[and MX Securities]
Ginnie Mae REMIC Trust 20[ ]-[ ]

OFFERING CIRCULAR SUPPLEMENT
[
], 20[ ]

[Sponsor]
[Co-Manager]
[Co-Sponsor]

IV-3-62

The Multifamily Base Offering Circular
is available in PDF format on Ginnie Mae’s website at:
www.ginniemae.gov

IV-4-0

FORM OF GUARANTY AGREEMENT FOR MULTIFAMILY TRANSACTIONS
GINNIE MAE REMIC [AND MX] SECURITIES GUARANTY AGREEMENT
Pursuant to Section 306(g) of the National Housing Act, the Government National Mortgage
Association (“Ginnie Mae”) hereby guarantees the timely payment of principal and interest on
the Ginnie Mae REMIC Securities [and Ginnie Mae MX Securities] in accordance with their
respective terms as established by the Trust Agreement, dated as of ___________,
_____, 20__, relating
to Ginnie Mae REMIC Trust 20__-__ (the “REMIC Trust Agreement”) [and the Trust
Agreement, dated as of ____________,
___________, 20__, relating to Ginnie Mae MX Trust 20__-__ (the
“MX Trust Agreement” and together with the REMIC Trust Agreement, the “Trust
Agreements”)].
Ginnie Mae hereby authorizes the Trustee under [the] [each] Trust Agreement to issue the
Securities provided for issuance thereunder, each of which Security shall be entitled to the
benefits of the guaranty set forth below, and, in the case of Certificated Securities, to authenticate
and deliver certificates representing such Securities, with the form of each such certificate to
include a guaranty to the following effect:
GUARANTY: THE GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION, PURSUANT TO SECTION 306(g) OF THE NATIONAL
HOUSING ACT, GUARANTEES THE TIMELY PAYMENT OF PRINCIPAL
AND INTEREST ON THIS SECURITY IN ACCORDANCE WITH THE
TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE RELATED
TRUST AGREEMENT. THE FULL FAITH AND CREDIT OF THE UNITED
STATES OF AMERICA IS PLEDGED TO THE PAYMENT OF ALL
AMOUNTS THAT MAY BE REQUIRED TO BE PAID UNDER THIS
GUARANTY. THE GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION DOES NOT GUARANTEE PAYMENTS OF PREPAYMENT
PENALTIES ON THIS SECURITY.
For purposes of determining the amount guaranteed by Ginnie Mae to the Holders of any
Residual Securities, “principal and interest” shall mean the amount to which such Holders are
entitled pursuant to the [applicable] Trust Agreement, notwithstanding the stated Original
Principal Balance and Interest Rate of such Securities. Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in the Trust Agreement[s].
IN WITNESS WHEREOF, Ginnie Mae has executed and delivered this Guaranty Agreement as
of the date set forth below.
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
By:_________________________________________________
Dated: [closing date], 20[__]

IV-5-1

FORM OF ACCOUNTANTS’ AGREED-UPON PROCEDURES REPORT
CONCERNING THE OFFERING CIRCULAR FOR
MULTIFAMILY TRANSACTIONS
Independent Accountants’ Report on Applying Agreed-Upon Procedures
[Sponsor]
[Address]
Government National Mortgage Association
Office of Capital Markets
425 3rd Street, S.W., 4th Floor
Washington, D.C. 20024
Re:

Ginnie Mae REMIC Trust 20[ ]-[ ] (the "[REMIC] Securities") [and Ginnie Mae MX
Trust 20[ ]-[ ] (the “MX Securities” and, together with the REMIC Securities, the
“Securities”)]

We have performed the procedures enumerated below, related to certain information included (i)
on the Data File (as defined herein) and (ii) in the Offering Circular Supplement dated [print date]
(the “Supplement”), to the Multifamily Base Offering Circular dated __, 20__, relating to the
offering of the Securities (collectively, the “Subject Matter”). [Sponsor Name] (the “Sponsor” or
the “Engaging Party”) is responsible for the Subject Matter.
The Sponsor and Government National Mortgage Association (“Ginnie Mae” and together with
the Sponsor, the “Specified Parties”) have agreed to and acknowledged that the procedures
performed are appropriate to meet the intended purpose of evaluating the accuracy of certain
information related to the Subject Matter. This report may not be suitable for any other purpose.
The procedures performed may not address all of the items of interest to a user of the report and
may not meet the needs of all users of the report and, as such, users are responsible for
determining whether the procedures performed are appropriate for their purpose. We make no
representation regarding the appropriateness of the procedures described below either for the
purpose for which this report has been requested or for any other purpose.
We performed certain procedures on earlier versions of the Subject Matter and communicated
differences prior to being provided the final Subject Matter which was subjected to the
procedures described below.
Capitalized terms used but not defined herein have the meanings ascribed to them in the
Supplement.
In connection with the offering of the Securities and at your request, we have applied certain
agreed-upon procedures, as described below, to:
1. the characteristics of the [Group [ ]] Ginnie Mae Multifamily Certificates; and
2. the Supplement.
IV-6-1

The [Group [ ] ]Ginnie Mae Multifamily Certificates
On [ ], we were furnished by representatives of the Sponsor with a computer generated file
containing certain information with respect to the [ ] Ginnie Mae Multifamily Certificates as of
the Cut-off Date and the related record layout (the “Data File”). [On [
]] [From [ ] to [
]], we were also furnished with certain Source Documents (as defined in the attached Appendix
I) relating to the [ ] [Group [ ]] Ginnie Mae Multifamily Certificates. We inquired and the
Sponsor confirmed that there have been no modifications to these Source Documents since the
date such Source Documents were furnished to us. At the request of the Sponsor, for each of the
[ ] [Group [ ] ] Ginnie Mae Multifamily Certificates on the Data File, we performed the
comparisons and recomputations relating to certain characteristics (the “Characteristics” as
indicated on the attached Appendix I in the characteristics chart) to the corresponding
information set forth on or derived from the corresponding Source Documents and found them to
be in agreement.
The Source Documents and any other related documents were provided to us by representatives
of the Sponsor and our comparisons and recomputations were made using photocopies or
facsimile copies of the Source Documents. We were not requested to perform and we have not
performed any further procedures with respect to the preparation or verification of any of the
information set forth on the Source Documents and we make no representations as to the
accuracy and completeness of any of the information contained therein.
For purposes of the following procedures, the listing of CUSIP Numbers from CUSIP Global
Services for each Class of Securities (the “CUSIP Listing”) was provided to us by, or on behalf
of, the Sponsor. The CUSIP Listing is attached as Appendix II hereto.
[In addition, using (i) the Modeling Assumptions, (ii) [a] listing[s] of Ginnie Mae Multifamily
Certificates ([the] [each, an] “Underlying Trust Asset File”) underlying [the] [each] Group [ ]
[and Group [ ]] Trust Asset[s] (the “Underlying Ginnie Mae Certificates”) obtained from Ginnie
Mae’s website (the “Website”), (iii) Class Factors relating to [each] [the] Class of the Underlying
Trust[s] obtained from the Website, (iv) information relating to [each of] the Underlying Ginnie
Mae Certificate[s] shown in or derived from the Website and (v) the terms of the Securities set
forth in the Supplement,][w][W]e have performed the following procedures resulting in the
associated findings described herein with respect to the information set forth under each of the
following captions in the Supplement.
THE SUPPLEMENT
Front Cover [and Schedule I] - Final Distribution Date:
Using the terms of the Securities set forth in the Supplement, we recomputed the date on which
the Class Principal Balance [or Class Notional Balance] of each of the Regular Classes [in
Security Group [ ]] [(other than Class[es] [ ] [and [ ]])] would be reduced to zero assuming the
Mortgage Loans underlying the [Group [ ]] Trust Assets experience no voluntary or involuntary
prepayments [and that each [Group [ ]] Trust CLC Mortgage Loan is assumed to have an interest
only period until its Maturity Date]. [With respect to Class [ ], we recomputed the date on which
the Class Principal Balance would reduce to zero assuming no payments of principal are made
IV-6-2

from the (i) [ ] Accrual Amount pursuant to step [ ] on page S-[ ] of the Supplement and (ii)
[Adjusted ]Principal Distribution Amount pursuant to step [ ] on page S-[ ] of the Supplement
and assuming the Mortgage Loans underlying the Trust Assets experience no voluntary or
involuntary prepayments [and that each [Group [ ]] Trust CLC Mortgage Loan is assumed to
have an interest only period until its Maturity Date].] [Using the terms of the Securities set forth
in the Supplement, we recomputed the date on which the Class Principal Balance [or Class
Notional Balance] of [Class[es] [ ] [and [ ]]][each of the Regular Classes in Security Group [ ]]
would be reduced to zero assuming the Mortgage Loans underlying the [Group [ ]] Trust Assets
experience no voluntary or involuntary prepayments[,][ and] the Interest Rate for Class[es] [ ]
[and [ ]] [are][is] calculated assuming the [Group [ ]] WACR is equal to [(i) ][RATE%] with
respect to Class[es] [ ][, (ii) [RATE%] with respect to Class[es] [ ] and (iii) [RATE%] with
respect to Class[es] [ ]] for each Distribution Date] [and that each [Group [ ]] Trust CLC
Mortgage Loan is assumed to have an interest only period until its Maturity Date]. ]We
compared each such date to the Final Distribution Date for the related Class as shown in the table
and found them to be in agreement. In addition, we confirmed that the Final Distribution Date
for [(i)] [each of the Class[es] in Security Group[s] [ ] [and [ ]] [each of the Regular Classes] [in
Security Group [ ]] has been set equal to the latest Final Distribution Date of the [related]
Underlying Certificate[s],] [(ii)] [[the] [each] MX Class is the [latest] Final Distribution Date for
[Class [ ]] [[any of] its related REMIC Securities] and] [(iii)]] the Residual Class is the latest
Final Distribution Date for any of the Regular Classes.
Front Cover [and Schedule I] - CUSIP Number:
For each Class of Securities, we compared the CUSIP Number shown in the table[s] to the
CUSIP Number for such Class shown in the CUSIP Listing and found them to be in agreement.
Page S-[ ] - Composition of the Trust Assets:
[We compared the [(i)] number and aggregate balance of the Ginnie Mae Project Loan
Certificates [and (ii) Ginnie Mae Construction Loan Certificates] [underlying the [Group [ ]]
Ginnie Mae Multifamily Certificates] to the information set forth in or derived from the Data
File and found them to be in agreement.] [We compared the number of Ginnie Mae Project Loan
Certificates, aggregate balance of Ginnie Mae Project Loan Certificates, number of Ginnie Mae
Construction Loan Certificates and aggregate balance of Ginnie Mae Construction Loan
Certificates [underlying the [Group [ ]] Ginnie Mae Multifamily Certificates] to the information
set forth in or derived from the Data File and found them to be in agreement.] [We compared the
aggregate [principal] [or] [notional] balance[s] of the [Group[s] [ ] [and Group [ ]]][Subgroup [
]][ and Subgroup [ ]] Trust Assets to the information set forth in or derived from Exhibit B and
found them to be in agreement.]
Page S-[ ] - Certain Characteristics of the Ginnie Mae Multifamily Certificates and the
Related Mortgage Loans Underlying the [Group [ ]] Trust Assets:
We compared the FHA Insurance Program[/Section 538 Guarantee Program], Principal Balance,
Number of Trust Assets, Percent of Total Balance, Weighted Average Mortgage Interest Rate,
Weighted Average Certificate Rate, Weighted Average Original Term to Maturity, Weighted
IV-6-3

Average Remaining Term to Maturity, Weighted Average Period from Issuance, Weighted
Average Remaining Lockout Period and Weighted Average Total Remaining Lockout and
Prepayment Penalty Period to the information set forth in or derived from the Data File and
found them to be in agreement.
Page S-[ ] – Lockout Periods and Prepayment Penalties; S-[ ] – Certain Additional
Characteristics of the Mortgage Loans - Prepayment Restrictions; S- [ ] - Yield
Considerations - Prepayments: Effect on Yields:
We compared the [range and weighted average remaining lockout period[s][, as applicable,] of
the Mortgage Loans [related to each Security Group] to the information set forth in or derived
from [(i)] the Data File[, with respect to Security Group [ ], and (ii) Exhibit C, with respect to
Security Group[s] [ ] [and [ ]],] and found them to be in agreement.
Page S-[ ] - Notional Class[es]:
Using the original Class Notional Balance[s] [of the portions] of the indicated Class[es][(or
portion[s] thereof), we recomputed the percentage of the Original Class Principal Balance of the
related Class[es] [,] [or] Classes[,] [Component[s]] [or Components]] [or the percentage of the
initial outstanding [principal] [or] [notional] balance of the [related] Trust Asset[s] [Group[s]]
[Subgroup] [, as applicable,] represented by [each] [such] [portion of the] Notional Class (or
portions thereof). We compared such recomputed percentage[s] to the corresponding
percentage[s] in the table and found them to be in agreement. In addition, with respect to [Class
[ ]] [each of Classes [ ] and [ ]], we recomputed the sum of the [related] portions of such Class
Notional Balance shown in the table and found [each] such amount to be in agreement with the
corresponding total shown in the table.
Page S-[ ] - The Mortgage Loans:
We compared the [(1)] number [and aggregate balance] of the Mortgage Loans underlying the
[(i)] [Group [ ]] [Ginnie Mae Multifamily Certificates,] [(ii)] [Group [ ]][Trust PLCs,] [and]
[(iii)] [Group [ ]] [Trust CLCs,] [[(iv)] [Group [ ] Underlying Certificate Trust Assets,] [(v)]
[Group [ ] Trust CLCs,] [and] [(vi)] [Group [ ] Trust PLCs,]] [and] [(2) aggregate balance of the
[(i)] [Group [ ]] Trust PLC Mortgage Loans,] [and] [(ii)] [Group [ ]] Trust CLC Mortgage
Loans,] [and] [(iii)] [Group [ ]] Trust PLC Mortgage Loans,] [and] [(iv)] [Group [ ]] Trust CLC
Mortgage Loans]] to [(a) with respect to Group [ ],] [the information [set forth in] or derived
from the Data File] [, and] [(b) with respect to Group [ ] [and Group[s] [ ]],] the information
derived from Exhibit C[,] and found them to be in agreement.
[Page[s] S-[ ] [through S-[ ]] - Certain Additional Characteristics of the Mortgage
Loans - Level Payments:
For Pool Number[s] [ ] [and [ ]], we compared the [related] Monthly P&I Payment Amount
scheduled to be made during each period specified to the corresponding information set forth in
the Data File and found them to be in agreement.]
IV-6-4

[Page[s] S-[ ] [through S-[ ]] Securities that Receive Principal on the Basis of Schedules:
We proved the mathematical accuracy of the calculations which show that [each] [the group
of] [PAC,] [Scheduled] [and] [TAC] Class[,] [and] Component] [and] [Segment] [or group of
Classes, as applicable,] would receive Scheduled Payments if the [related] Mortgage Loans
prepay at a constant rate equal to the following until that Class [or group of Classes] has been
retired:
[(a) for the [PAC] [and] [Scheduled] Class[es][,] [Class[es] [ ] [and [ ]]][,] [and]
[Component] and [Segment]:
I. the lowest constant rate of CPR shown in the table,
II. the highest constant rate of CPR shown in the table, and
III. each integral multiple of [ ]% CPR [, if any] that falls between the rates
shown for that Class [or group of Classes] in the table[.][;]]
(b) [for the [Scheduled] [and] [TAC] Class[es][,] [Class[es] [ ] [and [ ]]][,] [and]
[Component] [and] [Segment], the constant rate of CPR shown for that Class [or
group of [Classes] in the table.]
Page[s] S-[

] [through S-[ ]] - Decrement Tables:

Using the Modeling Assumptions and the terms of the Securities set forth in the Supplement, we
recomputed for each Regular Class [and MX Class] (i) the percentage of its Original Class
Principal Balance (or original Class Notional Balance) that would remain outstanding following
the distributions made on each of the Distribution Dates and at each of the constant percentages
of CPR [and in the case of the [Floating Rate] [and] [Inverse Floating Rate] Class[es], at each
constant level of [name of index or indices used]] indicated in the [related] table and (ii) its
corresponding Weighted Average Life. We compared such recomputed percentages and
Weighted Average Lives to the corresponding information set forth in the related tables and
found them to be in agreement.
Page S-[ ] – Yield Considerations – Prepayments: Effect on Yields:
We compared the weighted average remaining term to maturity of the Mortgage Loans [related
to Security Group[s] [ ] [and [ ]]] to the information derived from the Data File and found
them to be in agreement.
Page S-[ ] – Yield Table[s]:
Using the Modeling Assumptions, the terms of the Securities set forth in the Supplement and the
assumed purchase price[s] set forth in the yield table[s], we recomputed the pre-tax yield to
maturity (corporate bond equivalent) of [each] [the] indicated Class at each constant percentage
of CPR [and, in the case of the Inverse Floating Rate Class, at each constant level of [LIBOR] or
[Compounded SOFR][, as applicable]] shown in the [related] table. We compared such
recomputed yields to the corresponding yields shown in the [related] table and found them to be
in agreement.
[Schedule I – Available Combination[s]:
IV-6-5

Using the information for the exchange of Securities shown on Schedule I, we proved the
mathematical accuracy of the calculations which show that [(i) except for Combinations X, Y
and Z,] (a) the aggregate principal balance[, if any] of the Securities so surrendered equals that of
the Securities so received and (b) the aggregate monthly interest entitlement[, if any,] on the
Securities received equals that of the Securities surrendered[, and (ii) with respect to
Combinations X, Y and Z, the aggregate monthly interest entitlement of the related REMIC
Class[es] [or Classes] is just sufficient to provide for payment of the aggregate monthly interest
entitlement of the maximum Original Class Principal Balance of each MX Class when combined
with the appropriate principal or notional amount of another MX Class].
[Exhibit A - [Group [ ] Trust Assets] - Characteristics of the Ginnie Mae Multifamily
Certificates and the Related Mortgage Loans
[For [the] [each] Group [ ] Trust Asset,] We compared the FHA Insurance Program[/Section 538
Guarantee Program], City[/County], State[/Territory], Mortgage Interest Rate, Certificate Rate,
Servicing and Guaranty Fee Rate, Maturity Date (expressed as Month & Year), Monthly
Principal and Interest, Original Term to Maturity, Remaining Term to Maturity, Period from
Issuance, Issue Date (expressed as Month & Year), Lockout End Date (expressed as Month &
Year), Prepayment Penalty End Date (expressed as Month & Year), Lockout/Prepayment
Penalty Code, Remaining Lockout Period[,] [and] Total Remaining Lockout and Prepayment
Penalty Period[,] [and Remaining Interest Only Period] to information set forth in or derived
from the Data File and found them to be in agreement. In addition, for each Trust Asset shown
on Exhibit A, we recomputed the Principal Balance as of the Cut-off Date by multiplying a
factor (the ”Current Factor“) obtained from [the Website] [Ginnie Mae’s website (the “Website”)
as of [ ]] [Bloomberg as of [ ] (the “Bloomberg Data”)] for that Trust Asset, by the Original
Pool Amount set forth on the Data File and compared such recomputed amount to the
corresponding amount shown on Exhibit A and found them to be in agreement.]
[Exhibit B – [Group [ ] Trust Assets - Underlying Certificate[s]:
For [each] [the] Underlying Certificate, we compared the Underlying Certificate Factor shown in
Exhibit B to the corresponding information obtained from the Website and found them to be in
agreement. For [each] [the] Underlying Certificate, we recalculated the [Principal] [or]
[Notional] Balance in Trust by determining the product of the (i) Original [Principal] [or]
[Notional] Balance of Class, (ii) Underlying Certificate Factor and (iii) Percentage of Class in
Trust and found each such amount to be in agreement. Lastly, for [each] [the] Underlying
Certificate, we compared the Issue Date, CUSIP Number, Interest Type, [Interest Rate [(for the
Fixed Rate Class[es])] [(for the Subgroup XX Trust Asset)],] Final Distribution Date, Principal
Type and Original [Principal] [or] [Notional] Balance of Class to the corresponding information
set forth in the [related] Underlying Certificate Disclosure Document and found them to be in
agreement. We have not performed any procedures relating to the Percentage of Class in Trust
and make no representations with respect thereto.]
[Exhibit C – Characteristics of the [Group [ ]] [and Group [ ]] Ginnie Mae Multifamily
Certificates and the Related Mortgage Loans
IV-6-6

•

For each Pool Number shown on [the] [each] Updated Exhibit A, we compared the [FHA
Program][,] [or] [FHA Insurance Program] [or FHA Insurance Program/Section 538
Guarantee Program][, as applicable], [City] [or] [City/County][, as applicable], [State]
[or] [State/Territory] [, as applicable], Mortgage Interest Rate, Certificate Rate, Servicing
and Guaranty Fee Rate, Lockout End Date (expressed as Month & Year) [except with
respect to the Updated Exhibit[s] A for Ginnie Mae [ - ] [and [ - ]]] [(except with respect
to the Updated Exhibit A for the Series and Pool Numbers shown in the attached Exhibit
I)], Prepayment Penalty End Date (expressed as Month & Year) [except with respect to
the Updated Exhibit[s] A for Ginnie Mae [ - ] [and [ - ]]] and [Lockout/Prepayment
Penalty Code] [or] [Lockout/Prepayment Restriction Code][, as applicable,] to the
corresponding information set forth in the [related] Underlying Certificate Disclosure
Document and found them to be in agreement. [For each Pool Number shown on the
Updated Exhibit[s] A for Ginnie Mae [ - ] [and [ - ]], we compared the Lockout End Date
(expressed as Month & Year) and the Prepayment Penalty End Date (expressed as Month
& Year) shown on the [related] Updated Exhibit A to a date one month later than the
corresponding Lockout End Date (expressed as Month & Year) and Prepayment Penalty
End Date (expressed as Month & Year) set forth in the related Underlying Certificate
Disclosure Document and found them to be in agreement.] [With respect to the Updated
Exhibit A for the Series and Pool Numbers shown in the attached Exhibit I, we confirmed
that the related Lockout End Date for such Pool Number set forth in the related
Underlying Certificate Disclosure Document was earlier than or equal to the Issue Date
for such Trust Asset shown on the related Updated Exhibit A.] [In the case of each
Ginnie Mae Multifamily Certificate that has converted from a Trust CLC to a Trust PLC
(the “Converted PLCs”), we compared the updated Pool Numbers [(except with respect
to the Updated Exhibit A for Ginnie Mae 20xx-xyz and Ginnie Mae 20yy-xyz and Pool
Number XY1234)] shown [on each] [on the] Updated Exhibit A to the corresponding
PLC Pool Number shown in the Ginnie Mae MBS Multifamily Database (the
”Multifamily Database“) and found them to be in agreement.] [With respect to the
Updated Exhibit A for Ginnie Mae 20xx-xyz and Ginnie Mae 20yy-xyz, we were
instructed by representatives of the Sponsor that Pool Number YZ1234 is the
corresponding PLC Pool Number to Trust CLC Pool Number XY1234.]

•

[For each Pool Number shown on [the] [each] Updated Exhibit A [(other than [Converted
PLCs [that have level payments]] [[,][and] Underlying Certificate Trust Assets in Ginnie
Mae [-] [and [-]]] [and Pool Number[s] [ ] [and [ ]] in Ginnie Mae [ - ] [[and] Pool
Number[s] [ ] [and [ ]] in Ginnie Mae [ - ]], respectively])], we compared the Monthly
Principal and Interest to the corresponding information set forth in the [related]
Underlying Certificate Disclosure Document and found them to be in agreement. [For
each Converted PLC that does not have level payments, we were furnished by
representatives of the Sponsor with certain Source Documents relating to such Converted
PLC.] [For each Converted PLC [that has level payments] [that does not have level
payments] [(other than [Underlying Certificate Trust Assets in Ginnie Mae [-] [and [-]]]
[[and] Pool Number[s] [ ] [and [ ]] in Ginnie Mae [ - ]] [[and] Pool Number[s] [ ] [and [ ]]
in Ginnie Mae [ - ]], respectively])], we recomputed the Monthly Principal and Interest
by multiplying (i) [the Monthly Principal and Interest for that Trust Asset shown in the
Multifamily Database] [or ][the mortgage P&I payment amount (as stated on the related
IV-6-7

Note)][, as applicable,] and (ii) a fraction, the numerator of which is equal to the Original
Pool Amount set forth on the [related ]Underlying Trust Asset File [(or with respect to
Pool Number[s] [ ] [and [ ]] in Ginnie Mae [ - ] [and Pool Number[s] [ ] [and [ ]] in
Ginnie Mae [ - ]], as instructed by representatives of the Sponsor, an original Pool
Amount of [ ] [and [ ], respectively)] and the denominator of which is equal to the
Original Issued Amount shown in the Multifamily Database. We compared such
recomputed information to the corresponding information shown in the [related] Updated
Exhibit A and found them to be in agreement.] [For Pool Number[s] [ ] [and [ ]] in
Ginnie Mae [ - ] [and Pool Number[s] [ ] [and [ ]] in Ginnie Mae [ - ]][, respectively,] we
compared the Monthly Principal and Interest provided by representatives of the Sponsor
to the corresponding information shown in the related Updated Exhibit A and found them
to be in agreement.]]
•

For each Pool Number shown on [each] [the] Updated Exhibit A [(other than Converted
PLCs),] we compared the Issue Date (expressed as Month & Year) and Maturity Date
(expressed as Month & Year) to the corresponding information set forth in the [related]
Underlying Certificate Disclosure Document and found them to be in agreement. For
each Converted PLC, we compared the Issue Date (expressed as Month & Year) and
Maturity Date (expressed as Month & Year) to the corresponding information set forth in
the Multifamily Database and found them to be in agreement.

•

For each Pool Number shown on [each] [the] Updated Exhibit A, we recomputed (i) the
Original Term to Maturity by determining the number of payment dates from the Issue
Date to the Maturity Date, (ii) the Remaining Term to Maturity by determining the
number of payment dates from the Cut-off Date to the Maturity Date, (iii) the Period
from Issuance by subtracting the Remaining Term to Maturity from the Original Term to
Maturity, [(iv) the Remaining Interest Only Period[, as applicable], by subtracting the
number of payment dates between the Cut-off Date and the settlement date of the
[related] Underlying Certificates from the Remaining Interest Only Period shown in the
[related] Underlying Certificate Disclosure Document], [(iv)][(v)] the Remaining
Lockout Period[, as applicable], by determining the number of months from the Cut-off
Date up to but not including the Lockout End Date and [(v)][(vi)] the Total Remaining
Lockout and Prepayment Penalty Period [(except with respect to Pool Number[s] [ ] [and
[ ]] in Ginnie Mae [ - ] [and Pool Number[s] [ ] [and [ ]] in Ginnie Mae [ - ]]) by
determining the number of months from the Cut-off Date up to but not including the later
of the Prepayment Penalty End Date or Lockout End Date, as applicable. [With respect
to Pool Number[s] [ ] [and [ ]] in Ginnie Mae [ - ] [and Pool Number[s] [ ] [and [ ]] in
Ginnie Mae [ - ]], we recomputed the Total Remaining Lockout and Prepayment Penalty
Period by determining the number of months from the Cut-off Date up to and including
the Prepayment Penalty End Date.]We compared such recomputed information to the
corresponding information shown in the [related] Updated Exhibit A and found them to
be in agreement.

•

In addition, for each Pool Number shown on [each] [the] Updated Exhibit A, we
recomputed the [Principal] [or] [Notional] Balance as of the Cut-off Date by multiplying
[a factor (the ”Current Factor”) obtained from Ginnie Mae’s website (the “Website”) as
of Month XX, XXXX] [the Current Factor obtained from the Website as of Month XX,
IV-6-8

XXXX]for that Pool Number by the Original Pool Amount set forth on the [related]
Underlying Trust Asset File [(or with respect to Pool Number[s] [ ] [and [ ]] in Ginnie
Mae [ - ] [and Pool Number[s] [ ] [and [ ]] in Ginnie Mae [ - ]], as instructed by
representatives of the Sponsor, an Original Pool Amount of [ ] [and [ ], respectively)] and
compared such recomputed amount to the corresponding amount shown on the [related]
Updated Exhibit A and found them to be in agreement.
In each instance where we use the term “Cut-off Date,” we are referring to the Cut-off Date
for the Securities, as defined in the Supplement.]
Using the Modeling Assumptions and the terms of the Securities set forth in the Supplement and
assuming (i) the timely payment of principal and interest on the Trust Assets, (ii) that no taxes
are imposed on the Trust REMICs and (iii) that no expenses are incurred (other than the Trustee
Fee), we determined that payments on the Trust Assets would be adequate to (a) make full and
timely payments of principal and interest on the Securities and (b) reduce the Class Principal
Balance [or Class Notional Balance] of each Class of Securities to zero by its Final Distribution
Date, in each case in accordance with the terms as set forth in the Supplement regardless of the
rate of prepayments of the Mortgage Loans underlying the Trust Assets [or the level of
[INDEX]].
This agreed-upon procedures engagement was conducted in accordance with attestation
standards established by the American Institute of Certified Public Accountants (“AICPA”). An
agreed-upon procedures engagement involves the practitioner performing specific procedures
that the Engaging Party has agreed to and acknowledged to be appropriate for the purpose of the
engagement and reporting on findings based on the procedures performed. We were not engaged
to, and did not, conduct an examination or a review, the objective of which would be to express
an opinion or conclusion, respectively, on the Subject Matter. Accordingly, we do not express
such an opinion or conclusion. Had we performed additional procedures, other matters might
have come to our attention that would have been reported to you.
The procedures included herein were limited to comparing or recalculating certain information
that is further described herein. We have not verified, and we make no representation as to, the
accuracy, completeness or reasonableness of the Multifamily Base Offering Circular or any other
information provided to us, or that we were instructed to obtain, by the Sponsor upon which we
relied in forming our findings. Accordingly, we make no representation and express no opinion
as to (a) the existence of the Trust Assets securing the Securities; (b) questions of legal or tax
interpretation; (c) the accuracy, completeness or reasonableness of any instructions, assumptions
or methodologies provided to us by the Sponsor that are described in this report; (d) the accuracy
of the information reported in or obtained from the Source Documents, [the Website,] the CUSIP
Listing[, the Underlying Certificate Disclosure Documents,] [or] [the Multifamily Database] [or
the Bloomberg Data] [or the Original Pool Amounts provided to us by [representatives of] the
Sponsor; (e) the accuracy of any information on the Data File, other than the Characteristics
indicated in the attached Appendix I; or (f) whether the actual payments on the Trust Assets and
the Securities will correspond to the payments calculated in accordance with the assumptions and
methodologies set forth in the Supplement. Further, we have addressed ourselves solely to the
IV-6-9

foregoing data as set forth in the Supplement and we make no representations as to the adequacy
of disclosure or as to whether any material facts have been omitted.
Furthermore, there will usually be differences between the actual payments on the Trust Assets
and the Securities as compared to the payments calculated in accordance with the assumptions
and methodologies set forth in the Supplement and described herein, because events and
circumstances frequently do not occur as expected, and those differences may be material. We
have no responsibility to update this report for events and circumstances occurring after the date
of this report.
We are required to be independent of the Sponsor and to meet our other ethical responsibilities,
as applicable for agreed-upon procedures engagements set forth in the Preface: Applicable to All
Members and Part 1 – Members in Public Practice of the Code of Professional Conduct
established by the AICPA. Independence requirements for agreed-upon procedure engagements
are less restrictive than independence requirements for audit and other attestation services.
This report is intended solely for the information and use of the Specified Parties, in connection
with the offering of the Securities covered by the Supplement, and is not intended to be and
should not be used by anyone other than the Specified Parties. It is not to be used, circulated,
quoted or otherwise referred to for any other purpose, including but not limited to the purchase
or sale of the Securities, nor is it to be filed with or referred to in whole or in part in the
Supplement or any other document, except that reference may be made to it in the Sponsor
Agreement or in any list of closing documents pertaining to the offering of the Securities.
Yours truly,
[Accountant's Signature]
[Date of Accountant's Report]

IV-6-10

Characteristics:
1. Ginnie Mae Pool Number (for informational purposes only)
2. City[/County]
3. State[/Territory]
4. FHA Insurance Program[/Section 538 Guarantee Program]
5. Original Pool Amount
6. Certificate Rate
7. Issue Date
8. First Interest Payment Date
9. First Monthly P&I Payment Date
10. Maturity Date
11. Mortgage Interest Rate
12. Monthly P&I Payment Amount
13. Lockout End Date
14. Prepayment Penalty End Date
15. Lockout/Prepayment Description
16. Servicing and Guaranty Fee Rate
17. Original Term to Maturity
18. Remaining Term to Maturity
19. Interest Only Period
20. Period from Issuance
21. Remaining Lockout Period
22. Total Remaining Lockout and Prepayment Penalty Period
23. Balloon Payment
We compared Characteristics 1. through 10. to the related Ginnie Mae I Prospectus (the
“Prospectus”). [With respect to Characteristic 4., [and Pool Number[s] [ ] [,] [ ] [and] [
]] [when a Prospectus provided that FHA Insurance Program 223(a)(7) was the sole FHA
multifamily insurance program for the related Ginnie Mae Multifamily Certificate, we compared
Characteristic 4. to the related Note (defined below) [or to information provided by
representatives of [Ginnie Mae] [or] [the Sponsor]].] For each Ginnie Mae Construction Loan
Certificate that has converted to a Ginnie Mae Project Loan Certificate, we compared
Characteristics 5., 7., 8. and 10., to the related HUD Form 11705 or HUD Form 11706, and
Characteristic 9. to the later of (i) the Initial Payment Date in HUD Form 11705 or HUD Form
11706 and (ii) the First Monthly P&I Payment Date in the Prospectus. We compared
Characteristics 11. through 15. to the Mortgage Note and any attachments thereto or made a part
thereof (collectively, the “Note”) or the related HUD Form 11705 or HUD Form 11706, as
applicable. In certain instances, at the request of representatives of the Sponsor, with respect to
participation loans (as determined from the Data File), we determined the Monthly P&I Payment
Amount and Original Pool Amount by multiplying the mortgage P&I payment amount and
original pool amount (as stated in the related Note, Prospectus, HUD Form 11705 or HUD Form
11706, as applicable), respectively, by the Percentage Owned (as set forth on the Data File). The
Prospectus, Note, HUD Form 11705 and HUD Form 11706 are herein collectively referred to as
the “Source Documents.”

IV-6-11

With respect to Characteristic 16., we recomputed the Servicing and Guaranty Fee Rate by
subtracting the Certificate Rate (as set forth on the Prospectus) from the Mortgage Interest Rate
(as set forth on the Note).
With respect to Characteristic 17., we recomputed the Original Term to Maturity by determining
the number of payment dates from the Issue Date to the Maturity Date (each as set forth on the
Prospectus or the related HUD Form 11705 or HUD Form 11706, as applicable).
With respect to Characteristic 18., we recomputed the Remaining Term to Maturity by
determining the number of payment dates from the Cut-off Date to the Maturity Date (as set
forth on the Prospectus or the related HUD Form 11705 or HUD Form 11706, as applicable).
With respect to Characteristic 19., we recomputed the Interest Only Period by determining the
number of payment dates from the First Interest Payment Date to the First Monthly P&I Payment
Date (each as set forth on the Prospectus or the related HUD Form 11705 or HUD Form 11706,
as applicable).
With respect to Characteristic 20., we recomputed the Period from Issuance by subtracting the
Remaining Term to Maturity from the Original Term to Maturity.
With respect to Characteristic 21., we recomputed the Remaining Lockout Period, by
determining the number of months from the Cut-off Date up to but not including the Lockout
End Date (as set forth on the Note).
With respect to Characteristic 22., we recomputed the Total Remaining Lockout and Prepayment
Penalty Period by determining the number of months from the Cut-off Date up to but not
including the later of the Prepayment Penalty End Date or Lockout End Date, as applicable (as
set forth on the Note).
With respect to Characteristic 23., we reviewed the Note to determine if any specified
amortization term is set forth therein and if so, whether such specified amortization term is
longer than the original term to maturity less any applicable interest only period (each as set forth
in the Note) (in such case where the specified amortization term is longer than the original term
to maturity less any applicable interest only period, a "Balloon Loan"). For each Balloon Loan,
if any, we recomputed the Balloon Payment by determining the remaining balance plus accrued
interest thereon due as of the Maturity Date by using the (i) Original Pool Amount multiplied by
its Current Factor, (ii) First Monthly P&I Payment Date, (iii) Maturity Date, (iv) Mortgage
Interest Rate and (v) Monthly P&I Payment Amount (each as set forth on the Note or Prospectus
or the related HUD Form 11705 or HUD Form 11706, as applicable).

IV-6-12

Exhibit I

Information relating to the Updated Exhibit A

IV-6-13

FORM OF ACCOUNTANTS’ AGREED-UPON PROCEDURES REPORT
AS OF THE CLOSING DATE FOR
MULTIFAMILY TRANSACTIONS
Independent Accountants’ Report on Applying Agreed-Upon Procedures
[Sponsor]
[Address]
Government National Mortgage Association
Office of Capital Markets
425 3rd Street, S.W., 4th Floor
Washington, D.C. 20024
Re:

Ginnie Mae REMIC Trust 20[ ]-[ ] (the "[REMIC] Securities") [and Ginnie Mae MX
Trust 20[ ]-[ ] (the “MX Securities” and, together with the REMIC Securities, the
“Securities”)]

We have performed the procedure[s] below, related to certain information set forth in a certain
schedule, described herein, relating to the offering of the Securities on the Closing Date (as
defined in the Supplement, which is defined in the Print AUP Report, which is defined herein)
(the “Subject Matter”). [Sponsor Name] (the “Sponsor” or the “Engaging Party”) is responsible
for the Subject Matter.
The Sponsor and Government National Mortgage Association (“Ginnie Mae” and together with
the Sponsor, the “Specified Parties”) have agreed to and acknowledged that the procedure[s]
performed [are][is] appropriate to meet the intended purpose of evaluating the accuracy of
certain information related to the Subject Matter. This report may not be suitable for any other
purpose. The procedure[s] performed may not address all of the items of interest to a user of the
report and may not meet the needs of all users of the report and, as such, users are responsible for
determining whether the procedure[s] performed [are][is] appropriate for their purpose. We make
no representation regarding the appropriateness of the procedure[s] described below either for
the purpose for which this report has been requested or for any other purpose.
We performed certain procedures on earlier versions of the Subject Matter and communicated
differences prior to being provided the final Subject Matter which was subjected to the
procedure[s] described below.
We refer to our report to the Specified Parties dated [Print Date] (the “Print AUP Report”),
which describes the agreed-upon procedures performed relating to certain information included
(i) on the Data File (as defined in the Print AUP Report) and (ii) in the Supplement relating to
the offering of the Securities.

IV-7-1

Capitalized terms used but not defined herein have the meanings ascribed to them in the Trust
Agreement (as defined below) or in the Supplement. The procedure performed subsequent to the
procedures performed in the Print AUP Report and our associated findings are included below.
For purposes of the procedure[s] described in this report, we obtained the following:
(a) The Supplement, [and]
(b) The REMIC Securities trust agreement (the “[REMIC] Trust Agreement”)[and][.]
(c) [The MX Securities trust agreement (the “MX Trust Agreement” and, together with the
REMIC Trust Agreement, the “Trust Agreement”).]
Based on the foregoing, we performed the following procedure[s]:
For [each] [(i) each Group [ ]] Trust Asset, we compared the Pool Number and the Principal
Balance as of the Cut-off Date, shown on Exhibit A to the Supplement (which is the
responsibility of the Sponsor) [and (ii) each Group [ ] Trust Asset, we compared the Series, Class
and [Principal] [or] [Notional] Balance in Trust shown on Exhibit B to the Supplement,] to the
corresponding information included in the Trustee’s Receipt and Safekeeping Agreement
(attached hereto as “Schedule A”) provided to us by the Trustee and found them to be in
agreement.
This agreed-upon procedures engagement was conducted in accordance with attestation
standards established by the American Institute of Certified Public Accountants (“AICPA”). An
agreed-upon procedures engagement involves the practitioner performing specific procedures
that the Engaging Party has agreed to and acknowledged to be appropriate for the purpose of the
engagement and reporting on findings based on the procedures performed. We were not engaged
to, and did not, conduct an examination or a review, the objective of which would be to express
an opinion or conclusion, respectively, on the Subject Matter. Accordingly, we do not express
such an opinion or conclusion. Had we performed additional procedures, other matters might
have come to our attention that would have been reported to you.
The procedure[s] included herein [was][were] limited to comparing certain information that is
further described herein. We were not requested to perform and we have not performed any
procedures other than those listed in the Print AUP Report with respect to the Supplement. We
have not verified, and we make no representation as to, the accuracy, completeness or
reasonableness of the Multifamily Base Offering Circular or any other information provided to
us, or that we were instructed to obtain, by the Sponsor upon which we relied in forming our
findings. Accordingly, we make no representation and express no opinion as to (a) the existence
of the Trust Assets securing the Securities, (b) questions of legal or tax interpretation and (c) the
accuracy, completeness or reasonableness of any instructions, assumptions or methodologies
provided to us by the Sponsor that are described in this report. We undertake no responsibility to
update this report for events and circumstances occurring after the date hereof.
We are required to be independent of the Sponsor and to meet our other ethical responsibilities,
as applicable for agreed-upon procedures engagements set forth in the Preface: Applicable to All
Members and Part 1 – Members in Public Practice of the Code of Professional Conduct

IV-7-2

established by the AICPA. Independence requirements for agreed-upon procedure engagements
are less restrictive than independence requirements for audit and other attestation services.
This report is intended solely for the information and use of the Specified Parties in connection
with the issuance of the Securities covered by the Trust Agreement and is not intended to be and
should not be used by anyone other than the Specified Parties. It is not to be used, circulated,
quoted or otherwise referred to for any other purpose, including but not limited to, the purchase
or sale of the Securities, nor is it to be filed with or referred to in whole or in part in the Trust
Agreement or the Supplement or any other document, except that reference may be made to it in
the Sponsor Agreement or in any list of closing documents pertaining to the issuance of the
Securities.

[Accountant’s Signature]
[Date of Accountant’s Report]

IV-7-3

Office of Management & Budget publication number 2503-0030