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pdfGINNIE MAE MULTICLASS SECURITIES PROGRAM
Government National Mortgage Association
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MULTICLASS SECURITIES GUIDE
Part V:
Ginnie Mae Multiclass Securities Transactions:
Callable Securities
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.
e-Access........................................................ I-3
Transaction Information Web-Based Application - e-Access
3.
Ginnie Mae Multiclass Securities Program Conventions............................................................... I-4
4.
Ginnie Mae Multiclass Securities Transaction Participants ........................................................... I-5
5.
Trust Counsel’s 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)................II-3
Agreement)
II-3
2.
REMIC Standard Trust Provisions................................................................................................II-4
Provisions
II-4
3.
Form of MX Trust Agreement ......................................................................................................II-5
II-5
4.
Provisions
II-6
MX Standard Trust Provisions......................................................................................................II-6
TRANSFER OF GINNIE MAE CERTIFICATES AND CREATION OF REMIC SECURITIES
1.
Forms of Trustee’s Receipt and Safekeeping Agreement for REMIC Transactions.....................II-7
Transactions
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......................II-9
Transactions
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.................................II-15
Transactions
II-15
5.
Opinion of HUD General Counsel ..............................................................................................II-16
II-16
GINNIE MAE REMIC TRUST ADMINISTRATION AND TAX REPORTING...................................II-17
REPORTING
II-17
(ii)
PART III: GINNIE MAE PLATINUM SECURITIES TRANSACTIONS
PART IV: GINNIE MAE MULTIFAMILY TRANSACTIONS:
MULTIFAMILY TRANSACTION DOCUMENTS*
A.
GENERAL OVERVIEW: MULTIFAMILY TRANSACTIONS ............................................................. IV-1
B.
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.....................................................................................................................................V-16
Securities
V-16
16.
Form of Closing Flow of Funds Instruction Letter for Callable Securities
Securities.................................V-17
V-17
17.
Form of Closing Checklist and Table of Contents for Callable Securities
Securities..................................V-18
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 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.............................................................................................................
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: CALLABLE TRANSACTIONS
INTRODUCTORY STATEMENT
Ginnie Mae provides for the guarantee of Callable Securities under the Ginnie Mae
Multiclass Securities Program. As described in more detail below, Callable Securities are subject
to redemption by the Holder of the Call Class Securities at the time or times specified in the related
Callable Trust Agreement.
The requirements of the Ginnie Mae Multiclass Securities Program are set forth in the
Ginnie Mae Multiclass Securities Guide (the “Guide”), which consists of seven parts. Refer to
Sections A and B of Part I of the Guide for an introduction to, and transaction guidelines for, the
Ginnie Mae Multiclass Securities Program generally (references in such Sections to a “Series”
shall be deemed to refer to a “Callable Series” unless otherwise required by the context). This Part
V of the Guide relates to the issuance of a Callable Series and provides for modifications of the
transaction guidelines for such issuance. Capitalized terms that are used but not defined herein
have the meanings ascribed thereto in the Glossary contained in Part I of the Guide.
The Standard Trust Provisions for Callable Trusts and Standard Sponsor Provisions for
Callable Trusts are contained in this Part V. For issuances of Callable Securities, the related
transaction parties are required to use the forms of documents specifically related to callable
transactions contained in this Part V. Any changes to any transaction documents will require prior
approval by Ginnie Mae and Ginnie Mae’s Legal Advisor.
This Part V of the Guide also provides information regarding associated fees and important
Ginnie Mae policy regarding Callable Trusts and the inclusion of Callable Class Securities in
Ginnie Mae REMIC Trusts.
CALLABLE TRUSTS
Each Callable Series of Securities will consist of one or more paired Classes: a “Call Class”
and a “Callable Class.” The Securities will evidence interests in separate trusts (each, a “Callable
Trust”). As described in the Offering Circular, the eligible assets of each Callable Trust will
consist of Ginnie Mae Platinum Certificates, Ginnie Mae MBS Certificates or Underlying
Certificates that have not been designated as Increased Minimum Denomination Classes
(“Permitted Underlying Certificates”). The assets of any Callable Trust may be subdivided into
separate groups, each of which may relate to a separate pair of Call and Callable Class Securities.
Each Callable Series of Securities will be issued pursuant to a separate Callable Trust
Agreement which will incorporate the terms of the Standard Trust Provisions for Callable Trusts.
As further described therein, the Callable Class Securities will be entitled to all distributions on
the related Ginnie Mae Platinum Certificates, Ginnie Mae MBS Certificates or Permitted
Underlying Certificates (other than any amounts allocable to the payment of Trustee Fees). The
Call Class Securities will evidence the right to direct the Trustee to redeem the related Callable
Class Securities on the terms provided therein. Upon any such redemption, the Holder of the Call
Class Securities will be entitled to receive from the Callable Trust the related Ginnie Mae Platinum
V-1-1
Certificates, Ginnie Mae MBS Certificates or Permitted Underlying Certificates in exchange for
the Call Class and the payment of the Redemption Amount and Exchange Fee. The Call and
Callable Class Securities and the redemption and exchange mechanics are described in detail in
the Offering Circular for Callable Trusts in this Part V. The Callable Trust Agreement that
incorporates the terms of the Standard Trust Provisions for Callable Trusts sets forth the
circumstances under which the Call Class and Callable Class Securities in a Callable Series may
be exchanged for the related Trust Assets.
The Callable Class Securities will be guaranteed as to timely distribution of principal and
interest by Ginnie Mae. Additionally, Ginnie Mae will guarantee to the Holder of each Call Class
Security all amounts, if any, due such Security on the related Redemption Date which represent
distributions of principal and interest as provided in the related Callable Trust Agreement.
Callable Class Securities constitute “eligible collateral” for purposes of Ginnie Mae’s
Multiclass regulations, and as such may be conveyed by Sponsors to Ginnie Mae REMIC Trusts.
FEES AND EXPENSES
1.
Trustee Fees. For all “stand-alone” Callable Trusts (i.e., if the Callable Class is not
deposited in a Ginnie Mae REMIC Trust concurrently upon issuance), provision for the payment
of Trustee Fees shall be made by the conveyance to a Callable Trust of Ginnie Mae Platinum
Certificates, Ginnie Mae MBS Certificates or Permitted Underlying Certificates with a principal
balance in excess of the Class Principal Balance of the related Callable Class. Under such
arrangement, the Trustee will be entitled to a proportionate share of monthly payments of principal
and interest on the Trust Assets. Upon redemption of the related Callable Class, the Trust Assets,
including the excess portion (unless otherwise provided in the related Callable Trust Agreement),
will be conveyed to the Holder of the Call Class.
If a Callable Class is conveyed to a Ginnie Mae REMIC Trust upon issuance, the Sponsor
may utilize the above arrangement exclusively or in combination with a similar arrangement at the
REMIC level. Please note, however, that in cases in which multiple Callable Classes are issued in
a Callable Series (i.e., the Callable Trust is divided into Trust Asset Groups) and are not each
conveyed to a Ginnie Mae REMIC Trust, provision for the payment of Trustee Fees in respect of
each “stand-alone” Callable Class (i.e., those not conveyed to a Ginnie Mae REMIC Trust) must
be made at the Callable Trust level as described in the preceding paragraph.
2.
Exchange Fee. Upon any redemption exercised by the Holder of the Call Class, an
Exchange Fee will be payable to the Trustee no later than 11:00 a.m. (Eastern time) on the third
business day preceding the last day of the month preceding the month of the proposed redemption.
The “Exchange Fee” for any redemption will equal the greater of (i) $5,000 or (ii) the lesser of
$15,000 or 1/32 of 1% of the outstanding principal balance of the applicable Callable Class. In
connection with any exchange of Callable Class Securities and Call Class Securities permitted by
the related Callable Trust Agreement, the Trustee may impose an Exchange Fee or a Transaction
Fee payable to the Trustee on the business day prior to exchange date.
3.
Guaranty Fee. Ginnie Mae will be entitled to a Guaranty Fee payable at the
settlement (i.e., the Closing Date) of each Callable Trust. The Guaranty Fee will equal the greater
V-1-2
of (x) the sum of 0.02% of the first $200,000,000 of Original Class Principal Balance of the related
Callable Class (or Classes) and 0.01% for any additional amounts; and (y) $40,000.
The Guaranty Fee may be changed from time to time at Ginnie Mae’s discretion.
GINNIE MAE POLICIES REGARDING THE SECURITIES
In connection with offerings of Ginnie Mae Callable Securities, Ginnie Mae has
determined that:
•
No Callable Class may be subject to redemption until the third Distribution Date
for such Class unless Ginnie Mae’s prior approval has been obtained. Any Callable
Class Security that is redeemable before the twelfth Distribution Date will be
deemed an Increased Minimum Denomination Class and, thus, will be required to
be issued in a minimum denomination that results in a minimum purchase price of
$100,000.
•
No Callable Class may be redeemed unless the Trustee has determined, in the
manner provided in the Callable Trust Agreement, that the market value of the
Ginnie Mae Platinum Certificates, Ginnie Mae MBS Certificates or Underlying
Certificates included in the Callable Trust (plus, in the case of any Trust Asset that
is an Accrual Class, any accrued interest thereon that would have been added to the
principal balance of such Trust Asset on the Redemption Date) exceed their
outstanding principal balance multiplied by the Redemption Price Percentage for
such Callable Class.
•
In the event a Callable Class is included in a Ginnie Mae REMIC Trust, the entity
serving as Trustee for the Callable Trust must also serve in such capacity for the
REMIC Trust.
•
In the event a Callable Class is included in a Ginnie Mae REMIC Trust (or a Trust
Asset Group thereof), the Ginnie Mae REMIC Trust (or Trust Asset Group) may
not issue a Principal Only Security with an initial Class Principal Balance in excess
of 10% of the Class Principal Balance of the Callable Class included in such
Callable Trust (or Trust Asset Group).
•
In cases in which a Callable Class is being included in a Ginnie Mae REMIC Trust
and the related Call Class is being sold to an investor by the Sponsor, additional
copies of the related Offering Circular must be distributed to investors in the Call
Class.
V-1-3
FORM OF OFFERING CIRCULAR FOR CALLABLE SECURITIES
[available upon request from Ginnie Mae’s Legal Advisor]
V-2-0
FORM OF TRUST AGREEMENT FOR CALLABLE TRUSTS
______________________________________________________________________________
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
GUARANTEED CALLABLE PASS-THROUGH SECURITIES
CALLABLE TRUST, SERIES 20__-C__
______________________________
TRUST AGREEMENT
between
__________________________,
as Sponsor
and
____________________________,
as Trustee
DATED AS OF
____________ __, 20__
______________________________________________________________________________
V-3-1
TRUST AGREEMENT
THIS TRUST AGREEMENT (the “Trust Agreement”), dated as of __________
____ __, 20__,
is entered into by and between __________, a __________ [corporation] [limited liability
company] [limited partnership] (the “Sponsor”), and __________, a __________ [banking
corporation], as trustee (the “Trustee”).
Section 1.
Standard Trust Provisions. The Standard Trust Provisions for Callable Trusts,
____ 1, 20__ Edition (“the Standard Trust Provisions”)[, as amended through
_______________, 20__], are herein incorporated by reference and shall be considered a part of
this Trust Agreement as if set forth herein in full.
Section 2.
Defined Terms. Capitalized terms used and not otherwise defined herein shall
have the meanings assigned to them in the Glossary contained in the Ginnie Mae Multiclass
Securities Guide, ____ 1, 20__ Edition [, as amended through _______________, 20__], as
supplemented by both the Terms Sheet in the Offering Circular attached hereto as Schedule C and
the definitions set forth below:
[Accrual Class[es]:] [Each of the Class [ ] and Class [ ] Securities.] [Class [ ].]
Book-Entry Securities: The Securit[y][ies] identified as [a] Callable Class[es] in the
Issuance Statement attached hereto as Exhibit 1.
Call Class Security: [Each of the Class B1 and Class B2 Securities.] [The Class B
Security.]
Callable Class Securities: [The Class A Securities.] [The Class A1 and Class A2
Securities.]
Closing Date: ____________ __, 20__.
Corporate Trust Office: _____________________________.
Distribution Date: [[For the Group 1 Securities, the] [The] 16th day of each month or, if
the 16th day is not a Business Day, the first Business Day thereafter, commencing in
______________, 20__.] [[For the Group 2 Securities,] [The] the 20th day of each month or, if
the 20th day is not a Business Day, the first Business Day following the 20th day, commencing in
_____________, 20__.]
Exchange Fee: As defined in the Offering Circular.
Final Data Statement: The statement attached to the Accountants’ Agreed-Upon
Procedures Report as of the Closing Date as Schedule A, a copy of which is attached hereto. [The
Final Data Statement separately identifies the [Trust Assets in each Trust Asset Group] [Trust
Asset underlying the Securities] [and the Group T Trust Assets].]
[Final Redemption Date: [The Distribution Date occuring in _______________, 20__.]
[As identified in the Offering Circular with respect to each Callable Class.][The Distribution Date
2
V-3-2
occurring in the month following the month in which the published Class Factor for the Callable
Class Security is less than [0.XXXXX]]]
Ginnie Mae Guaranty Fee: [Note to Trust Counsel: The Ginnie Mae Guaranty Fee shall
be the greater of (x) the sum of 0.02% of the first $200,000,000 of Original Class Principal Balance
of the related Callable Class (or Classes) and 0.01% of any additional amounts; and (y) $40,000.] ∗
[Group [1] Trust Assets: The Trust Assets underlying Security Group [1].] **
[Group [2] Trust Assets: The Trust Assets underlying Security Group [2].]
[Group T Trust Assets: The Trust Assets identified as such on the Final Data Statement.
Increased Minimum Denomination Class[es]: [[Each] [The] Callable Class.]
[__][and [__]].] [None.]
[Class
Initial Redemption Date: [The Distribution Date occurring in _______________, 20__.]
[As identified in the Offering Circular with respect to each Callable Class.]
Offering Circular: The Offering Circular for Ginnie Mae Callable Trust 20__ -C__.
Redemption Amount: As defined in the Offering Circular.
Redemption Price: As defined in the Offering Circular.
Redemption Price Percentage: As defined in the Offering Circular.
Registrar: The Trustee.
[Security Group: Each group of Securities set forth on the front cover of the Offering
Circular, each consisting of the Call Class Security and the Callable Class Securities with the same
numerical designation.] ***
[Security Group [1]: The Class A1 and Class B1 Securities.]
[Security Group [2]: The Class A2 and Class B2 Securities.]
Sponsor: The entity identified as such on the cover page hereof.
∗ The Ginnie Mae Guaranty Fee is subject to change by Ginnie Mae.
** Note to Trust Counsel: If Trust Asset Groups are too numerous to list individually, this and similar definitions
may be deleted, in which case the definition “Trust Asset Group” must be included.
*** Note to Trust Counsel: May be used in place of separate Security Group definitions if such groups are too
numerous to list individually.
3
V-3-3
Sponsor Agreement: The Sponsor Agreement relating to Ginnie Mae Callable Trust 20__C__, by and between the Sponsor and Ginnie Mae, dated ____________ __, 20__.
Tax Administrator: The Trustee.
[Transaction Fee: $_______, which shall be retained by the Trustee.]
Trust: The Ginnie Mae Callable Trust created pursuant to the Trust Agreement.
[Trust Asset Group: With respect to each Security Group, the Trust Assets with the same
numerical designation as such Security Group.]
Trust Assets: Collectively, the certificates listed in the Final Data Statement.
Trust Counsel: ______________________________.
Trustee: The entity identified as such on the cover page hereof, or its successor in interest,
or any successor trustee appointed as herein provided.
[
Trustee Fee: [All principal and interest distributions received on the Group T Trust Assets]
of all principal and interest distributions received on the Group [ ] Trust Assets].
Trust Fund: The corpus of the trust established hereby, consisting of: (a) the Trust Assets
and all distributions thereon on or after the first day of the month following the month in which
the Closing Date occurs, (b) all of the Sponsor’s right, title and interest in, but none of Sponsor’s
obligations under, the Sponsor Agreement, (c) the Trust Accounts, and (d) any proceeds of the
foregoing.
Section 3.
Conveyance to the Trustee. In consideration of all of the Securities issued
hereunder, the receipt of which is hereby acknowledged by the Sponsor, the Sponsor does hereby
sell, assign, transfer and convey to the Trustee, in trust for the benefit of the Holders, all of the
Sponsor’s right, title and interest in and to the Trust Fund.
Section 4.
Acceptance by the Trustee. By its execution of this Trust Agreement, the Trustee
acknowledges receipt of the Trust Fund and declares that it holds and will hold the Trust Fund in
trust for the exclusive use and benefit of all present and future Holders pursuant to the terms of
this Trust Agreement. The Trustee represents and warrants that (a) the Trustee holds the Trust
Assets through the facilities of the applicable Depository, which has credited the Trust Assets to
the related Depository Account, (b) the information relating to the Trust Assets set forth on the
Final Data Statement conforms to information provided to the Trustee by the applicable
Depository, (c) the Trustee acquired the Trust Assets on behalf of the Trust from the Sponsor in
good faith, for value, and without notice or knowledge of any adverse claim, lien, charge,
encumbrance or security interest (including, without limitation, United States federal tax liens or
liens arising under ERISA), (d) except as permitted in this Trust Agreement, the Trustee has not
and will not, in any capacity, assert any claim or interest in the Trust Assets, and (e) the Trustee
has not encumbered or transferred its right, title or interest in the Trust Assets.
4
V-3-4
Section 5.
The Securities.
(a)
The Securities will be designated generally as the Ginnie Mae Guaranteed
Callable Pass-Through Securities, Series 20__-C_. The aggregate principal amount of
Securities that may be executed and delivered under this Trust Agreement is limited to
$___________, except for Securities executed and delivered upon registration of, or
transfer of, or in exchange for, or in lieu of, other Securities. The (i) designation,
(ii) Original Class Principal Balance, (iii) Interest Rate, (iv) Final Distribution Date,
(v) Initial Redemption Date, (vi) Interest Type, [(vii) Final Redemption Date,] [(vii)[(viii]
Redemption Price Percentage and [(vii)][(viii)][(ix)] CUSIP Number for each Class are set
forth in the table on the front cover of the Offering Circular, attached hereto as Schedule B
[or under [“Interest Rate[s]”][“Redemption Dates”] in Schedule C]. [The Securities
comprise [ ] Security Groups; each Security Group will relate solely to the Trust Asset
Group with the same numerical designation.]
(b)
[Each] [The] Call Class Security shall be issued in certificated form and
shall be substantially in the form of the related Exhibit attached hereto.
(c)
The Book-Entry Securities shall be issued in book-entry form in the
[denominations specified in the Issuance Statement attached hereto as Exhibit 1][following
minimum denominations: $100,000].
[(d)
The Increased Minimum Denomination Class[es] shall be offered in the
minimum denomination[s] set forth under “Description of Securities—Form of Securities”
in the Offering Circular.
Section 6.
Distributions to Holders. On each Distribution Date [with respect to a Security
Group], the Trustee (or the Paying Agent on behalf of the Trustee) shall withdraw the Distribution
Amount [for that Security Group] from the Trust Accounts in accordance with Section 3.04 of the
Standard Trust Provisions and shall distribute [that] [such] Distribution Amount in the following
manner:
(a)
[NOTE TO TRUST COUNSEL: delete if all Callable Classes are
Accrual Classes][The Callable Class Securities shall receive interest for the related
Accrual Period at the [respective] Interest Rate[s] set forth in Schedule [B] [C] [B or
Schedule C, as applicable].]
(b)
The Principal Distribution Amount [, if any,] for such Distribution Date
shall be distributed to the [related] Callable Class Securities.
[(c)
[Each of Class [ ] and [ ]] [Class [ ]] is an Accrual Class. Interest will
accrue on, and distributions will be made to (or added to the principal amount of) [each]
such Class as set forth under “Accrual Class[es]” in Schedule C.]
Section 7.
Modification of Standard Trust Provisions. The following modifications of the
Standard Trust Provisions shall apply to this Trust Agreement: [None.]
Section 8.
Schedules and Exhibits. Each of the Schedules and Exhibits attached hereto or
referenced herein is incorporated herein by reference.
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IN WITNESS WHEREOF, the Sponsor and the Trustee have caused this Trust Agreement
to be duly executed by their respective officers thereunto duly authorized as of the day and year
first above written.
[SPONSOR], as Sponsor
By: _____________________________________
Its: _____________________________________
[TRUSTEE], as Trustee
By: _____________________________________
Its: _____________________________________
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STATE OF [NEW YORK]
COUNTY OF [NEW YORK]
)
) ss.:
)
The foregoing instrument was acknowledged before me in the County of [New York, New
York,] this ____ day of ______________,
_____________, 20__, by _______________________, _____________
of ______________________,
____, a __________________
_____ [corporation] [limited liability company]
[limited partnership], on behalf of the corporation.
_______________________________
Notary Public
My Commission expires: _________________
V-3-7
STATE OF [NEW YORK]
COUNTY OF [NEW YORK]
)
) ss.:
)
The foregoing instrument was acknowledged before me in the County of [New York, New
York], this ____ day of ________________, 20__, by ________________,
________________, ____________ of
_______________________, a ___________________ banking corporation, on behalf of the
corporation.
_______________________________
Notary Public
My Commission expires: _________________
V-3-8
LIST OF SCHEDULES AND EXHIBITS
Schedule A:
Schedule B:
Schedule C:
Exhibit 1:
Exhibit[s] [B] [B1 through B[ ]]:
Copy of the Final Data Statement [NOTE TO
TRUST COUNSEL: This is a photocopy of
Schedule A to the Accountants’ Closing Letter.]
Front Cover of Offering Circular
Terms Sheet of Offering Circular
Issuance Statement
Form[s] of [Class B Security] [Class B1 through
B[ ]] Securities, respectively]
V-3-9
STANDARD TRUST PROVISIONS FOR CALLABLE TRUSTS
V-4-0
STANDARD TRUST PROVISIONS
FOR CALLABLE TRUSTS
______________________________
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
GUARANTEED CALLABLE PASS-THROUGH SECURITIES
______________________________
July 1, 2023 Edition
V-4-1
TABLE OF CONTENTS
ARTICLE I
ESTABLISHMENT OF TRUST
Section 1.01.
Section 1.02.
Section 1.03.
Section 1.04.
Section 1.05.
Section 1.06.
Establishment of Trust. .........................................................................................11
Sale of Trust Assets. .............................................................................................11
Registration of Trust Assets
Assets..................................................................................11
Delivery of Securities. ..........................................................................................11
Board Approval of Trust Agreement. ...................................................................22
Separate Grantor Trusts. .......................................................................................22
ARTICLE II
THE SECURITIES
Section 2.01. The Securities........................................................................................................2
Securities
2
Section 2.02. Registration of Transfer and Exchange of Securities. ..........................................44
Section 2.03. Mutilated, Destroyed, Lost or Stolen Securities. ..................................................55
ARTICLE III
DISTRIBUTIONS ON THE SECURITIES
Section 3.01.
Section 3.02.
Section 3.03.
Section 3.04.
Section 3.05.
Section 3.06.
Section 3.07.
Establishment of Accounts. ..................................................................................55
Certificate and Class Factors. ...............................................................................66
Payments on the Trust Assets. ..............................................................................77
Distributions on the Securities. .............................................................................77
Reconciliation Process. .......................................................................................10
10
Appointment of Information Agent. ...................................................................10
10
Annual Reports. ..................................................................................................10
10
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 4.01. Representations and Warranties of the Sponsor .................................................11
11
Section 4.02. Representations and Warranties of the Trustee ..................................................12
12
Section 4.03. Sponsor Breach; Repurchase Obligation; Substitution.......................................12
Substitution.
12
ARTICLE V
CONCERNING THE TRUSTEE
Trustee.................................................................................................13
Section 5.01. Duties of Trustee
13
Section 5.02. Certain Matters Affecting the Trustee. ...............................................................14
14
Securities........................................................................15
Section 5.03. Trustee Not Liable for Securities.
15
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Section 5.04.
Section 5.05.
Section 5.06.
Section 5.07.
Section 5.08.
Section 5.09.
Section 5.10.
Section 5.11.
Section 5.12.
Section 5.13.
Trustee May Own Securities...............................................................................15
Securities
15
Payment of Trustee’s Fees and Expenses. ..........................................................15
15
Eligibility Requirements for Trustee. .................................................................16
16
Resignation and Removal of the Trustee. ...........................................................16
16
Successor Trustee
Trustee................................................................................................17
17
Appointment of Co-Trustee. ...............................................................................18
18
Merger or Consolidation of Trustee
Trustee....................................................................18
18
Indemnification of HUD and Ginnie Mae. .........................................................19
19
Performance Reviews by Ginnie Mae. ...............................................................19
19
Voting of the Permitted Underlying Certificates. ...............................................19
19
ARTICLE VI
TERMINATION
Section 6.01. Termination by the Trustee.
Trustee.................................................................................19
19
Section 6.02. Termination of Agreement
Agreement..................................................................................20
20
Section 6.03. Termination Account. .........................................................................................21
21
ARTICLE VII
REDEMPTION AND EXCHANGE
Section 7.01.
Section 7.02.
Section 7.03.
Section 7.04.
Redemption. ........................................................................................................21
21
Exchange.............................................................................................................22
Exchange
22
Exchange Fee; Investment Earnings on Redemption Amount. ..........................22
22
Exchange of Callable Class and Call Class Securities for the Related
Trust Assets......................................................................................................23
Assets.
23
Section 7.05. Exchange of Callable Class Securities for the Related Trust Assets. .................23
23
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01.
Section 8.02.
Section 8.03.
Section 8.04.
Section 8.05.
Section 8.06.
Section 8.07.
Section 8.08.
Section 8.09.
Section 8.10.
Section 8.11.
Section 8.12.
Limitation of Rights of Holders..........................................................................23
Holders.
23
Control by Holders
Holders..............................................................................................23
23
Amendment of Trust Agreements
Agreements.......................................................................24
24
Persons Deemed Owners. ...................................................................................24
24
Third-Party Beneficiary; Ginnie Mae Subrogation.............................................25
Subrogation.
25
Preemption. .........................................................................................................25
25
Governing Law. ..................................................................................................25
25
Successors. ..........................................................................................................25
25
Headings. ............................................................................................................26
26
Notice and Demand.............................................................................................26
Demand.
26
27
Severability of Provisions. ..................................................................................27
Counterparts........................................................................................................27
Counterparts
27
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ARTICLE IX
TAX ADMINISTRATOR
Section 9.01. Tax Administration. ............................................................................................28
28
Section 9.02. Resignation and Removal of the Tax Administrator. .........................................29
29
Exhibit 1
Exhibit 2
Exhibit 3
Form of Callable Class Security
Form of Call Class Security
Form of Economic Representation Letter of Sponsor
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STANDARD TRUST PROVISIONS
FOR CALLABLE TRUSTS
THESE STANDARD TRUST PROVISIONS FOR CALLABLE TRUSTS are to be
incorporated by reference in each Trust Agreement entered into by and between a Sponsor and a
Trustee in connection with each Callable Series of Ginnie Mae’s Guaranteed Callable PassThrough Securities and shall apply to each such Callable Series except as otherwise provided in
the related Trust Agreement. Capitalized terms used and not otherwise defined herein shall have
the meanings set forth in the related Trust Agreement and the Glossary of the Ginnie Mae
Multiclass Securities Guide in effect as of the date of the Trust Agreement, except that the term
“Trust” shall mean “Callable Trust” and the term “Trust Agreement” shall mean “Callable Trust
Agreement.”
ARTICLE I
ESTABLISHMENT OF TRUST
Section 1.01. Establishment of Trust.
As of the Closing Date, the Sponsor will establish the Trust by depositing the Trust
Assets identified in the related Trust Agreement with the Trust, and the Trust will issue the
Securities, representing the entire beneficial ownership interest in the Trust, to the Sponsor as
consideration for the Trust Assets.
Section 1.02. Sale of Trust Assets.
The deposit of Trust Assets by a Sponsor to a Trust pursuant to the related Trust
Agreement shall occur upon the Closing Date for such Callable Series and shall constitute a sale,
assignment, transfer and conveyance by the Sponsor to the Trust of all right, title and interest in
such Trust Assets as of the first day of the month of the Closing Date, notwithstanding any
provision of federal or state law to the contrary. Each of the Sponsor, the Trustee and, by
accepting an interest in a Security, each Holder agrees that the terms of the Trust Assets shall
remain subject to modification, waiver or partial release of collateral pursuant to the terms of the
MBS Guide and related policies and regulations.
Section 1.03. Registration of Trust Assets.
Each Trust Asset included in each Trust will be registered in the name of the Book-Entry
Depository, or its nominees, for the benefit of the Trustee. The books and records of the BookEntry Depository will reflect the Trustee as registered holder of the related Trust Assets, and the
books and records of the Trustee will reflect that it holds the Trust Assets as Trustee of the
related Trust for the benefit of the Holders of the Securities of that Trust.
Section 1.04. Delivery of Securities.
Simultaneously with the execution and delivery of the Trust Agreement, the Trustee shall
deliver to the Sponsor the Securities.
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Section 1.05. Board Approval of Trust Agreement.
Prior to the execution of the Trust Agreement and the establishment of the Trust, the
Trustee’s board of directors, its duly appointed loan committee, duly appointed trust committee,
or duly authorized officer, as the case may be, shall approve the Trust Agreement in accordance
with the Trustee’s organizational documents and any applicable state or federal regulation,
including, to the extent applicable and without limitation, 12 C.F.R. §§ 9.7 and 550.5, each as
amended from time to time, and such approval shall be reflected in the minutes of the Trustee’s
board or committee, as applicable. The Trustee shall maintain the Trust Agreement as an official
record of the Trustee from the time the Trust Agreement is executed.
Section 1.06. Separate Grantor Trusts.
The arrangement pursuant to which each pair of Callable and Call Classes are created
pursuant to the Trust Agreement, and pursuant to which the related Trust Assets will be
administered, shall be treated as a separate grantor trust under subpart E, part I of subchapter J of
the Code and the provisions of the related Trust Agreement shall be interpreted in a manner
consistent with such treatment.
ARTICLE II
THE SECURITIES
Section 2.01. The Securities.
(a)
Securities. The Securities shall be designated in the Trust Agreement. Each
Callable Series shall consist of at least one pair of corresponding Call and Callable Class
Securities. The Securities, in the aggregate, represent the entire beneficial ownership in the
Trust. Unless otherwise indicated in the Trust Agreement, the Callable Class Securities are set
forth on the Issuance Statement attached as Exhibit 1 to the Trust Agreement. The Call Class
Securities shall be issued substantially in the forms of Exhibit 1 hereto and shall be executed and
authenticated by the Trustee on behalf of the Trust.
(b)
Forms and Denominations of Securities. Unless otherwise specified in the Trust
Agreement, all Callable Class Securities shall be Book-Entry Securities, registered in the name
of the Book-Entry Depository or its nominee. No person acquiring a beneficial ownership
interest in the Callable Class Securities shall be entitled to receive a physical certificate
representing such ownership interest. Callable Class Securities (other than those that represent
interests in Increased Minimum Denomination Classes) shall be issuable in minimum
denominations representing initial principal balances of $1,000 and integral multiples of $1 in
excess of $1,000. Increased Minimum Denomination Classes, if any, shall be issuable in
minimum denominations as provided in the related Trust Agreement. Notwithstanding the
foregoing, for each Class of Book-Entry Securities, one Certificated Security may be issued in a
different name and denomination, as the Sponsor shall instruct in writing, as necessary to
represent the remainder of the Original Class Principal Balance of such Class. Such Certificated
Security shall be issued in substantially the form of Exhibit 2 hereto, and shall be executed and
authenticated by the Trustee on behalf of the Trust. Unless otherwise specified in the Trust
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Agreement, Call Class Securities shall be issued as a single security in certificated fully
registered form. Each Call Class shall be issued without a Class Principal Balance and shall not
bear interest. Each Call Class may be held by no more than one Holder at any time.
(c)
Method of Distribution. Distributions on the Securities shall be made by the
Trustee on each Distribution Date (or, with respect to Certificated Securities, the Business Day
following each Distribution Date) to each Holder as of the related Record Date. Subject to
Section 8.04, distributions on the Book-Entry Securities shall be made through the facilities of
the Book-Entry Depository pursuant to instructions provided by the Trustee and/or the
Information Agent. Distributions on any Certificated Security shall be made by check mailed to
the Holder thereof at its address reflected in the Register as of the related Record Date or (ii)
upon receipt by the Trustee of a written request of a Holder accompanied by the appropriate
wiring instructions at least five Business Days prior to a Record Date, by wire transfer of
immediately available funds on the Business Day following the related and each subsequent
Distribution Date, to the account of such Holder, if such Holder holds Securities having
aggregate initial principal balances of at least $5,000,000. Notwithstanding the foregoing, the
final distribution in retirement of any Certificated Security will be made only upon presentation
and surrender of the certificate at the Corporate Trust Office. In the event of a principal or
interest payment error, the Trustee shall, pursuant to Ginnie Mae’s instructions, effect
corrections by the adjustment of payments to be made on future Distribution Dates.
(d)
Authorization, Execution, Authentication and Delivery of Securities. Certificated
Securities shall be executed by manual or facsimile signature by an authorized officer of the
Trustee, on behalf of the Trust, under the Trustee’s seal imprinted thereon (which may be a
facsimile). Certificated Securities bearing the manual or facsimile signatures of individuals who
were at any time authorized officers of the Trustee shall bind the Trustee, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificated Securities or did not hold such offices at the date of such
Certificated Securities. No Certificated Security shall represent entitlement to any benefit under
the related Trust Agreement, or be valid for any purpose, unless there appears on such
Certificated Security a certificate of authentication substantially in the form provided for herein,
executed by the Trustee by manual signature, and such certificate of authentication upon any
Certificated Security shall be conclusive evidence, and the only evidence, that such Certificated
Security has been duly authenticated and delivered hereunder. All Certificated Securities shall
be dated the date of their authentication, except that Securities issued on the Closing Date shall
be dated as of the Closing Date. Book-Entry Securities shall be dated as of the date of their
issuance.
The manual execution of the Trust Agreement by an authorized officer of each of the
Trustee and the Sponsor shall be conclusive evidence that the Book-Entry Securities and the
Uncertificated Securities have been duly and validly authorized and validly issued by the Trustee
and are entitled to the benefits of the Trust Agreement.
Delivery of Book-Entry Securities occurs when the Registrar registers the transferee as
the registered owner of such Security. On the Closing Date, the Registrar shall register the
Book-Entry Depository as the registered owner of the Book-Entry Securities.
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Upon execution and delivery of the Guaranty Agreement with respect to each Trust,
Ginnie Mae authorizes the issuance of the Securities, each of which is entitled to the benefits of
the following Ginnie Mae Guaranty. Each Certificated Security shall bear the following Ginnie
Mae Guaranty:
GUARANTY: THE GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION, PURSUANT TO SECTION 306(g) OF THE NATIONAL
HOUSING ACT, GUARANTEES THE TIMELY PAYMENT OF PRINCIPAL
AND INTEREST ON THIS SECURITY IN ACCORDANCE WITH THE
TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE RELATED
TRUST AGREEMENT. THE FULL FAITH AND CREDIT OF THE UNITED
STATES OF AMERICA IS PLEDGED TO THE PAYMENT OF ALL
AMOUNTS THAT MAY BE REQUIRED TO BE PAID UNDER THIS
GUARANTY. THE GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION DOES NOT GUARANTEE THE PAYMENT OF ANY
PREMIUM INCLUDED IN ANY REDEMPTION PRICE.
Section 2.02. Registration of Transfer and Exchange of Securities.
The Trustee shall keep one or more offices or agencies at which, subject to such
reasonable regulations as it may prescribe, the Trustee or another Person designated by the
Trustee and approved by Ginnie Mae shall be the Registrar and shall maintain a Register and
provide for the registration, transfer and exchange of Securities as herein provided.
Upon surrender for registration of transfer of any Certificated Security at the office of the
Trustee maintained for such purpose and upon satisfaction of the conditions set forth below in
this Section 2.02, the Trustee shall promptly execute, authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of a like Class, tenor and
aggregate Percentage Interest.
At the option of the Holders, Certificated Securities may be exchanged for other
Securities of authorized denominations or Percentage Interests of like tenor and of a like
aggregate denomination or Percentage Interest, upon surrender of the Securities to be exchanged
at the office maintained for such purpose. Whenever any Certificated Securities are surrendered
for exchange the Trustee shall execute, authenticate and deliver the Securities that the Holder
making the exchange is entitled to receive. Every Certificated Security presented or surrendered
for transfer or exchange shall be duly endorsed (if so required by the Trustee) by, or be
accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed
by, the holder thereof or his attorney duly authorized in writing.
The Trustee may assess an appropriate service charge for any exchange or transfer of any
Certificated Security. The Trustee may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or exchange of any
Security. The Trustee shall cancel and destroy all Certificated Securities surrendered for transfer
and exchange according to its standard procedures.
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Section 2.03. Mutilated, Destroyed, Lost or Stolen Securities.
If (a) any mutilated Certificated Security is surrendered to the Trustee, or the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any Certificated Security,
and (b) there is delivered to the Trustee such security or indemnity as may be required by it to
save it harmless, then, in the absence of notice to the Trustee that such security has been acquired
by a bona fide purchaser, the Trustee shall promptly execute, authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificated Security, a
new Certificated Security of like tenor, Class and Percentage Interest. Upon the issuance of any
new Certificated Security under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Trustee and its counsel)
connected therewith. Any duplicate Certificated Security issued pursuant to this Section shall
constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued,
regardless of whether the lost, stolen or destroyed Certificated Security shall be found at any
time.
ARTICLE III
DISTRIBUTIONS ON THE SECURITIES
Section 3.01. Establishment of Accounts.
(a)
Book-Entry Depository Accounts. The Trustee shall maintain a Book-Entry
Depository Account with the Book-Entry Depository and, if any Permitted Underlying
Certificates are held through book-entry facilities other than the Book-Entry Depository, a Trust
Asset Depository Account at each applicable Trust Asset Depository. With respect to each
Trust, the Trustee shall account for funds in and all deposits to and withdrawals from the BookEntry Depository Account separately and on a Trust-by-Trust basis, clearly identifying the
Segregated Portion thereof.
(b)
Collection Account. The Trustee shall maintain an Eligible Account (the
“Collection Account”) for the purposes provided in Section 3.01(b) hereof. With respect to each
Trust, the Trustee shall account for funds in and all deposits to and withdrawals from the
Collection Account separately and on a Trust-by-Trust basis, clearly identifying the Segregated
Portions thereof. The depository records of the Trustee, or, as the case may be, the depository
institution or trust company at which the Collection Account is to be maintained, shall reflect in
respect of the Collection Account (i) that the Trustee, as depositor, is acting in a fiduciary
capacity on behalf of the Holders of Securities in respect of the Trust and Ginnie Mae, (ii) the
names and respective interest of such Holders and Ginnie Mae and (iii) that such Holders may be
acting in a fiduciary capacity for others.
(c)
Variance Account. With respect to each Trust, the Trustee shall establish and
maintain a separate Variance Account, which will be an Eligible Account. Amounts will be
credited to the Variance Account and withdrawals will be made from the Variance Account as
specified in Section 3.04. The Variance Account shall not be an asset of the Trust, and the
owner of the Variance Account solely for United States federal income tax purposes (and not for
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any other purpose) will be Ginnie Mae. The depository records of the Trustee, or, as the case
may be, the depository institution or trust company at which the Variance Account is to be
established, shall reflect in respect of the (i) Variance Account that the Trustee, as depositor, is
acting in a fiduciary capacity on behalf of the Holders of Securities in respect of the Trust, (ii)
the names and respective interests of such Holders, and (iii) that such Holders may be acting in a
fiduciary capacity for others. The Trustee shall invest amounts held in the Variance Account in
Eligible Investments directed by Ginnie Mae. If no investment direction is provided to the
Trustee, then the Trustee shall hold such funds uninvested.
(d)
Board Approval. Prior to the establishment of any Trust Account, the board of
directors, a duly appointed loan committee, duly appointed trust committee, or duly authorized
officer, as the case may be, of the Trustee, or the depository institution or trust company at which
such Trust Account is to be established, as the case may be, shall approve the establishment of
such Trust Account in accordance with the organizational documents of such institution and any
applicable state or federal regulation, including, to the extent applicable and without limitation
12 C.F.R. §§ 9.7 and 550.5, each as amended from time to time, and such approval shall be
reflected in the minutes of such board (or committee), as applicable. The Trustee, or, as the case
may be, the depository institution or trust company at which any Trust Account is to be
established, shall maintain the Trust Agreement as an official record from the time of its
execution.
(e)
Segregated Portions. With respect to each Trust, each Trust Account required to
be established or maintained in accordance with the Trust Agreement shall include, and where
applicable a reference to such Trust Account herein or in the related Trust Agreement shall be
understood to be a reference to, a Segregated Portion of such Trust Account corresponding to the
related Trust.
Section 3.02. Certificate and Class Factors.
(a)
Certificate Factors. The Trustee shall use its reasonable best efforts to obtain the
Certificate Factors for the Trust MBS and the Underlying Certificate Factors for Permitted
Underlying Certificates on or before 10:00 a.m. Eastern Standard Time on the second Business
Day (or the third Business Day in the case of Trust MBS that are Ginnie Mae II Certificates)
preceding the related Distribution Date. In the event any Certificate Factors for the Trust MBS
or any Underlying Certificate Factors are not published or otherwise available as specified in the
preceding sentence, the Trustee shall immediately notify the Information Agent and Ginnie Mae
and follow the procedures in Section 3.02(b) hereof.
(b)
Unavailability of Certificate Factors or Underlying Certificate Factors. In the
event that the Underlying Certificate Factor for any Underlying Certificate or Certificate Factor
with respect to any Trust MBS has not been made available to the Trustee by 10:00 a.m. Eastern
Standard Time on the second Business Day (or the third Business Day in the case of Trust Assets
that are Ginnie Mae II Certificates) preceding a Distribution Date, unless otherwise directed by
Ginnie Mae, the Trustee shall assume for purposes hereof that such factors have not changed
from the preceding Ginnie Mae Certificate Payment Date or Underlying Certificate Payment
Date. As a result, the Principal Distribution Amount in respect of any Underlying Certificate (or
Trust Assets constituting a Ginnie Mae Platinum Certificate) described in the preceding sentence
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shall be calculated on the basis of such assumed (i.e., unchanged) factors, with the effect that no
amounts in respect of principal attributable to such Underlying Certificate (or Ginnie Mae
Platinum Certificate) shall be distributable on the related Securities on the related Distribution
Date.
(c)
Class Factors. Based on the Certificate Factors (subject to Section 3.02(b)), the
Trustee shall calculate the Class Factors, the Principal Distribution Amount and the Interest
Distribution Amount for the Distribution Date. The Trustee shall report the Class Factor for each
Callable Class (and other information as requested by Ginnie Mae from time to time) to the
Information Agent no later than 6:00 p.m. Eastern Standard Time on the second Business Day
preceding the Distribution Date; except that, in the case of a Class for which the related Trust
MBS evidence Ginnie Mae II MBS Certificates, the Class Factor for such Class, and any
Certificate Factor shall be reported by the Trustee to the Information Agent no later than
6:00 p.m. Eastern Standard Time on the third Business Day preceding the Distribution Date.
Section 3.03. Payments on the Trust Assets.
On each Ginnie Mae Certificate Payment Date and Underlying Certificate Payment Date,
as applicable, (i) the Book-Entry Depository shall be entitled to receive all payments in respect
of the Trust Assets held through the facilities of the Book-Entry Depository and (ii) each Trust
Asset Depositor shall be entitled to all payments in respect of the remaining Trust Assets held
through the facilities of such Trust Asset Depository and shall credit the related Trust Asset
Depository Account with all such amounts. In each case, such amounts shall be held by the
applicable depository, in trust for the exclusive benefit of the Trustee as the Holder of the Trust
Assets. All amounts received in respect of the Trust Assets shall be deposited by the close of
business on the date of receipt in the Collection Account for retention until the next Distribution
Date for the related Securities; provided, however, if the Ginnie Mae Certificate Payment Date or
Underlying Certificate Payment Date coincides with the Distribution Date for the related
Securities (i./e. such amount will be received and distributed on the same day), then such
amounts shall be immediately deposited into the Collection Account upon receipt of such funds,
and the Trustee shall immediately wire transfer such amounts to the Book-Entry Depository
Account for distribution pursuant to Sections 3.04(d) and (f) hereof.
Section 3.04. Distributions on the Securities.
(a)
Distribution Date Statement. No later than 2:00 p.m. Eastern Standard Time on
the first Business Day following each Distribution Date, the Trustee shall provide to the
Information Agent a Distribution Date Statement in such form as is approved by the Trustee and
Ginnie Mae. Each Distribution Date Statement will specify (i) the Trustee Fee payable, (ii)
amounts distributed on such Distribution Date as principal and interest on the Book-Entry
Securities from amounts on deposit in the Book-Entry Depository Account and (iii) amounts
distributed on such Distribution Date as principal and interest on the Certificated Securities from
amounts on deposit in the Collection Account.
(b)
Distribution Shortfall.
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(i)
No later than 10:00 a.m. Eastern Standard Time on the Distribution Date
the Book-Entry Depository shall determine the amount, if any, by which (A) the amounts
distributable as principal and interest on the Book-Entry Securities on such Distribution
Date, exceed (B) the positive amounts on deposit in the Book-Entry Depository Account
with respect to such Distribution Date (the “Depository Shortfall Amount”). The BookEntry Depository immediately shall notify Ginnie Mae of the amount of such deficiency,
and the account or accounts to which Ginnie Mae should transfer such amounts.
(ii)
In the event that there are sufficient amounts in the Variance Account to
cover the Depository Shortfall Amount, the Trustee shall withdraw the Depository
Shortfall Amount from the Variance Account and wire transfer such amount to the BookEntry Depository Account no later than 10:00 a.m. Eastern Standard Time, and shall
immediately inform Ginnie Mae of any such transfer. Not later than 10:00 a.m. Eastern
Standard Time on the Business Day preceding each Distribution Date the Trustee shall
determine the amount, if any, by which (A) the sum of (l) the amounts distributable as
principal and interest on the Certificated Securities on such Distribution Date and (2) the
Trustee Fee payable on such Distribution Date exceeds (B) the positive amount, if any,
by which (1) the amounts received on the Trust Assets on the related Ginnie Mae
Certificate Payment Date exceed (2) the amounts distributable as principal and interest on
the Book-Entry Securities on such Distribution Date (the “Certificated Shortfall Amount”
and, together with the Depository Shortfall Amount, the “Distribution Shortfall
Amount”). If the Certificated Shortfall Amount is greater than the amounts remaining on
deposit in the Variance Account as of such Distribution Date, the Trustee immediately
shall notify Ginnie Mae of the amount of such deficiency, and the account or accounts to
which Ginnie Mae should transfer such amounts. In the event that there are sufficient
amounts in the Variance Account to cover the Certificated Shortfall Amount, the Trustee
shall withdraw the Certificated Shortfall Amount from the Variance Account and wire
transfer such account to the Collection Account no later than 10:00 a.m. Eastern Standard
Time, and shall immediately inform Ginnie Mae of any such transfer.
Notwithstanding the above, on the Redemption Date the Trustee shall determine if funds
are due to Ginnie Mae for prior period advances or if funds are due from Ginnie Mae for interest
shortfalls. These amounts will be settled with Ginnie Mae prior to any distributions to Holders
on the Redemption Date. Ginnie Mae will not fund any shortfalls arising on the Redemption
Date; any such shortfalls are to be funded from the Redemption Amount.
(c)
Withdrawals from Book-Entry Depository Account. On each Distribution Date,
the Trustee shall withdraw from the Book-Entry Depository Account the excess, if any, of the
amount on deposit in such Book-Entry Depository Account over the amounts distributable as
principal and interest on the Book-Entry Securities for such Distribution Date and immediately
shall deposit such excess to the Variance Account, except for the sum of (i) any amounts
distributable on the Certificated Securities on such Distribution Date, which amounts shall be
deposited in the Collection Account, (ii) the amount of the Trustee Fee payable on such
Distribution Date and (iii) prior period Book-Entry Depository adjustments advanced by Ginnie
Mae.
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(d)
Book-Entry Securities. The Trustee hereby directs the Book-Entry Depository to
withdraw from the Book-Entry Depository Account on each Distribution Date all amounts held
in such account, to the extent distributable as principal and interest on the Book-Entry Securities
on that Distribution Date. On each Distribution Date, the Book-Entry Depository will credit the
accounts of its record owners of such Book-Entry Securities in accordance with the standard
procedures of the Book-Entry Depository.
(e)
Certificated Securities. On the Business Day following each Distribution Date,
the Trustee shall distribute from the Collection Account all amounts distributable on the
Certificated Securities to the Holders thereof.
(f)
Distributions. On each Distribution Date (or, with respect to Certificated
Securities, on the Business Day following each Distribution Date), the Trustee (and/or the BookEntry Depository on behalf of and pursuant to the instructions of the Trustee) shall make such
distributions on the Securities issued in respect of any Trust as shall be provided in the related
Trust Agreement. Any distributions or accruals of interest made on a Distribution Date on the
Securities issued in respect of a particular Trust shall be at the Interest Rate set forth in or as
otherwise described in the related Trust Agreement and in respect of the related Accrual Period.
(g)
Allocations of Distributions. The Holders of any Class entitled to receive
distributions on any Distribution Date shall receive such distributions on a pro rata basis among
the Securities of such Class based on the principal balance, notional balance or percentage
interest of such Securities. All distributions of principal on the Securities issued in respect of a
particular Trust shall be made as provided in the related Trust Agreement. Unless otherwise
indicated in the Trust Agreement, all distributions made on any Security on any Distribution
Date shall be applied first to any interest payable thereon on such Distribution Date and then to
any principal thereof.
(h)
Interest Accrual. Unless otherwise provided in the related Trust Agreement or
Section 7.01, the amount of interest accrued on each Class during an Accrual Period and to be
distributed thereon on the related Distribution Date shall be 1/12th of the applicable Interest Rate
multiplied by the Class Principal Balance of such Class prior to the distribution of principal on
such Distribution Date. Interest on the Securities will be computed on the basis of a 360-day
year consisting of twelve 30-day months.
(i)
Ginnie Mae Guaranty. With respect to each Callable Series, pursuant to the
Guaranty Agreement, Ginnie Mae, in exchange for the Ginnie Mae Guaranty Fee, has guaranteed
to each Holder of a (i) Callable Class Security the timely payment of principal and interest on
such Security in accordance with the terms of the applicable Trust Agreement; and (ii) Call Class
Security all amounts in respect of principal and interest, if any, due such Holder on the related
Redemption Date. Ginnie Mae does not guarantee the payment of any premium included in any
Redemption Price.
(j)
Ginnie Mae Guaranty Payments. If the Book-Entry Depository and/or the Trustee
discovers that payments on the Trust Assets underlying a Callable Series together with any
available funds (including any such funds in the Variance Account will be inadequate to
distribute principal and interest to the Securities of such Callable Series on any Distribution Date
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in accordance with the terms of the Trust Agreement, the Book-Entry Depository and/or the
Trustee, as the case may be, promptly shall inform Ginnie Mae and the Information Agent that a
Ginnie Mae Guaranty Payment must be made. In that event, Ginnie Mae (or its agent) will
transfer the amount of the shortfall to the Book-Entry Depository Account or Collection
Account, as applicable, in immediately available funds in accordance with Section 3.04(b)
hereof. At Ginnie Mae’s option, Ginnie Mae may instruct the Person designated by the Trustee
and acceptable to Ginnie Mae as the Person to hold funds on behalf of the Trustee (which Person
initially shall be The Bank of New York Mellon) to transfer such amount. In addition, if on the
Final Distribution Date of any Callable Class, the funds available to be distributed on such Class
are insufficient to reduce the Class Principal Balance of such Callable Class to zero, Ginnie Mae
shall make a Ginnie Mae Guaranty Payment in the amount of such insufficiency. In the event
that Ginnie Mae makes any Ginnie Mae Guaranty Payment to reduce the Class Principal Balance
of any Callable Class to zero on its Final Distribution Date, such Class shall continue to be
treated as outstanding for all purposes, and Ginnie Mae shall be deemed to have purchased the
related Class and will be entitled to all subsequent distributions on such Class. For the avoidance
of doubt, the powers of the Trustee under the Trust Agreement include the right to take all
necessary and appropriate actions to enforce the Ginnie Mae Guaranty in accordance with the
terms hereof, to the extent that Ginnie Mae fails to make any required payment pursuant to the
Ginnie Mae Guaranty.
(k)
Separate Application of Payments. The application of payments pursuant to
Section 3.03 and this Section 3.04 shall be made separately in respect of each Trust, and each
reference to a Trust Account shall be understood to refer to the Segregated Portion of such
account corresponding to each Trust created hereunder.
(l)
Trustee Fee. On the Business Day following each Distribution Date, the Trustee
shall withdraw for its own account from the Collection Account, the Trustee Fee, if any, and any
investment earnings payable with respect to such Distribution Date.
Section 3.05. Reconciliation Process.
After a Distribution Date, at the request of Ginnie Mae, the Trustee shall reconcile
payments in accordance with the applicable Ginnie Mae guidelines. Such reconciliation may
involve credits and charges to one or more Trust Accounts.
Section 3.06. Appointment of Information Agent.
Except as otherwise provided in the Trust Agreement, at the direction of Ginnie Mae, the
Trustee of each Trust has appointed The Bank of New York Mellon to be the Information Agent.
Ginnie Mae has reserved the right to substitute at any time another Person as the Information
Agent.
Section 3.07. Annual Reports.
Within a reasonable period of time after the end of each calendar year (but in no event
later than sixty days after the end of such calendar year), the Trustee shall furnish or cause to be
furnished to Ginnie Mae and to each Person who at any time during the calendar year was the
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Holder of a Security a statement containing the amount of distributions allocable to principal and
the amount allocable to interest.
.
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 4.01. Representations and Warranties of the Sponsor. The Sponsor hereby
represents and warrants as follows:
(a)
The Trust Agreement constitutes the legal, valid and binding agreement of the
Sponsor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors’ rights generally and to
general principles of equity regardless whether enforcement is sought in a proceeding in equity
or at law;
(b)
Neither the execution and delivery by the Sponsor of the Trust Agreement, nor the
consummation by the Sponsor of the transactions therein contemplated, nor compliance by the
Sponsor with the provisions thereof, will conflict with or result in a breach of, or constitute a
default under, any of the provisions of the articles of incorporation or by-laws of the Sponsor or
any law, governmental rule or regulation or any judgment, decree or order binding on the
Sponsor or any of its properties, or any of the provisions of any indenture, mortgage, deed of
trust, contract or other instrument to which the Sponsor is a party or by which it is bound, or
result in the creation of any lien, charge, or encumbrance upon any of its properties pursuant to
the terms of any such indenture, mortgage, deed of trust, contract or other instrument;
(c)
The information set forth in the Final Data Statement for such Callable Series
with respect to each Trust Asset is true and correct in all material respects as of the Closing Date;
(d)
The representations and warranties made by the Sponsor in the Sponsor
Agreement are true and correct in all material respects at and as of the Closing Date with the
same effect as if made on the Closing Date; and
(e)
The Sponsor has complied with all the agreements (including, without limitation,
the covenants in the Sponsor Agreement) and satisfied all the conditions on its part to be
performed or satisfied at or prior to the Closing Date.
It is understood and agreed that the representations and warranties set forth in this Section
4.01 shall survive delivery of the Trust Assets to the Trustee and shall inure to the benefit of the
Trustee and Ginnie Mae notwithstanding any restrictive or qualified endorsement or assignment.
Upon the discovery by the Sponsor or upon the Trustee’s actual knowledge or receipt of notice
of a breach of the foregoing representations and warranties, the Sponsor or the Trustee, as
applicable, shall promptly notify the other party to the Trust Agreement and Ginnie Mae, and in
no event later than two Business Days from the date of such discovery, actual knowledge or
receipt of notice, as applicable. In no event, however, will any failure to notify the other party to
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the Trust Agreement and Ginnie Mae of such breach of representation and warranty absolve or
limit the Sponsor’s requirement to cure any such breach.
Section 4.02. Representations and Warranties of the Trustee. The Trustee hereby
represents and warrants as follows:
(a)
The Trustee acknowledges and declares that it holds and will hold the Trust MBS
identified on the Final Data Statement, and that it has agreed to hold all documents delivered to it
with respect to such Trust Asset and all assets of the Trust in trust for the exclusive use and
benefit of all present and future Holders and, to the extent provided herein, Ginnie Mae.
(b)
The Trustee acquired the Trust Assets on behalf of the Trust from the Sponsor in
good faith, for value, and without notice or knowledge of any adverse claim, lien, charge,
encumbrance or security interest (including, without limitation, any federal tax liens or liens
arising under ERISA), (ii) except as permitted in the Trust Agreement, has not and will not, in
any capacity, assert any claim or interest in the Trust Assets and will hold (or its agent will hold)
such Trust Assets and the proceeds thereof in trust pursuant to the terms of the Trust Agreement,
and (iii) has not encumbered or transferred its right, title or interest in the Trust Assets.
(c)
On the Closing Date, the Trustee shall deliver to the Sponsor and Ginnie Mae a
certificate certifying that the Trustee (or an agent thereof) is in possession of the Trust Assets for
such Callable Series.
Section 4.03. Sponsor Breach; Repurchase Obligation; Substitution.
(a)
Within 90 days of the earlier of Sponsor’s discovery or notice to the Sponsor of
any breach by the Sponsor of any of its representations, warranties or covenants under a Sponsor
Agreement or the related Trust Agreement which breach, in the judgment of Ginnie Mae,
materially and adversely affects the value of any Trust Asset or the interest of the Trust therein,
the Sponsor shall (i) cure such breach, (ii) remove such affected Trust Asset from the Trust and
substitute one or more Ginnie Mae Platinum Certificates, Ginnie Mae MBS Certificates or
Permitted Underlying Certificates (A) bearing interest at the same rate as the replaced Trust
Asset, (B) with an aggregate outstanding principal balance equal to the outstanding principal
balance of the replaced Trust Asset, as reflected in the records of the Trust, (C) with a maturity
date no later than the maturity date of the replaced Trust Asset and no earlier than six months
prior to the maturity date of the replaced Trust Asset, (D) that are entitled to payments on the
following Ginnie Mae Certificate Payment Date (which shall be the same Ginnie Mae Certificate
Payment Date on which the replaced Trust Asset was payable) and (E) that otherwise conform to
the requirements of the Trust Agreement, or (iii) with the consent of Ginnie Mae purchase the
affected Trust Asset from the Trust; provided, however, that any such substitution pursuant to
clause (ii) above shall occur within the two-year period beginning on the Closing Date unless an
Opinion of Counsel addressed to and satisfactory to Ginnie Mae is delivered to the effect that
such substitution (x) will not cause the related Trust to fail to qualify as a grantor trust for United
States federal income tax purposes and (y) in the event the related Callable Security is held by a
REMIC, will not affect adversely the status of such REMIC as a REMIC or result in the
imposition of United States federal or applicable state tax on such REMIC. In the event that the
Sponsor effects a substitution of Trust Assets, the Sponsor is hereby deemed to make each of the
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Sponsor representations and warranties contained in the related Trust Agreement, including in
these Standard Trust Provisions, and in the Sponsor Agreement, including in the Standard
Sponsor Provisions, as of the date of substitution of such Trust Assets.
(b)
The Sponsor shall effect a purchase of Trust Assets from the Trust by depositing
with the Trustee cash in an amount equal to the sum of (i) the then outstanding principal balance
of the Trust Assets to be purchased, as reflected in the records of the Trustee, plus (ii) interest on
that amount at the Certificate Rate for the period from the date on which the Trust ceases to be
entitled to distributions of interest on the repurchased Trust Assets through the next succeeding
Accounting Date. The Sponsor shall effect any substitution of a Trust Asset by depositing with
the Trust each Ginnie Mae Certificate to be substituted.
ARTICLE V
CONCERNING THE TRUSTEE
Section 5.01. Duties of Trustee.
The Trustee undertakes to perform such duties and only such duties as are specifically set
forth in the related Trust Agreement. The Trustee, upon receipt of any and all resolutions,
certificates, statements, opinions, reports, documents, orders or other instruments furnished to the
Trustee that are specifically required to be furnished pursuant to any provision of such Trust
Agreement, or that may be furnished to the Trustee at its request, shall examine them to
determine whether they conform to the requirements of such Trust Agreement.
No provision of any Trust Agreement shall be construed to relieve the Trustee of such
Trust from liability for its own negligent action, its own negligent failure to act or its own
misconduct; provided, however, that:
(a)
The duties and obligations of the Trustee shall be determined solely by the
express provisions of the related Trust Agreement, the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in the related Trust
Agreement, and no implied covenants or obligations shall be read into the related Trust
Agreement against the Trustee;
(b)
The Trustee shall not be personally liable for an error of judgment made in good
faith by a Responsible Officer or Responsible Officers of the Trustee, unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts;
(c)
The Trustee shall not be personally liable with respect to any action taken or
suffered or omitted to be taken by it in good faith in accordance with the direction of Ginnie Mae
as to the time, method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under a Trust Agreement.
(d)
The Trustee with respect to any Trust shall not be personally liable with respect to
any action taken or suffered or omitted to be taken by it in good faith in accordance with the
direction of Holders of a Callable Series evidencing Percentage Interests aggregating not less
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than 25% of each Class of Securities in such Callable Series effected thereby as to the
enforcement by the Trustee of the Ginnie Mae Guaranty.
The Information Agent shall not be deemed to be the agent of the Trustee, but rather the
agent of Ginnie Mae. The Trustee shall not be liable for any loss, liability or damage to any
Trust attributable to the acts or omissions of the Information Agent.
Section 5.02. Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 5.01, with respect to any Callable Series:
(a)
The Trustee may request (at its sole expense, except as otherwise provided herein)
and rely conclusively upon and shall be protected in acting or refraining from acting upon any
resolution, officers’ certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper,
Transfer Affidavit, communication or document prima facie in proper form and believed by it to
be genuine and to have been signed or presented by the proper party or parties;
(b)
The Trustee may consult with counsel, and any Opinion of Counsel shall be full
and complete authorization and protection from liability in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance with such Opinion of
Counsel;
(c)
The Trustee shall be under no obligation to exercise any of the trusts or powers
vested in it by the related Trust Agreement or to institute, conduct or defend any litigation
thereunder or in relation thereto at the request, order or direction of Ginnie Mae or any of the
Holders of such Callable Series, pursuant to the provisions of the Trust Agreement, unless (i)
such directing party has offered to the Trustee reasonable security or indemnity against the costs,
expenses (including the fees and disbursements of Trustee’s counsel), and liabilities that may be
incurred by the Trustee with respect thereto or (ii) the need for or desirability of such institution,
conduct or defense results from the negligence of the Trustee;
(d)
The Trustee shall not be personally liable for any action taken or suffered or
omitted to be taken by it in good faith and believed by it to be authorized or within the discretion
or rights or powers conferred upon it by a Trust Agreement;
(e)
The Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper, communications or document, unless requested in
writing so to do by Ginnie Mae or the Holders of a Callable Series evidencing Percentage
Interests aggregating not less than 50% of all Callable Class Securities in such Callable Series
and the Holder of the related Call Class; provided, however, that the reasonable expense of such
investigation shall be paid by the party requesting the investigation, and the Trustee may require
indemnity reasonably acceptable to it against the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation as a condition to proceeding;
(f)
The Trustee may execute any of the trusts or powers under any Trust Agreement
or perform any duties thereunder either directly or by or through agents or attorneys;
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(g)
The Trustee may rely conclusively on all calculations and other information
provided to it by Ginnie Mae, the Information Agent or any other agent of Ginnie Mae;
(h)
The Trustee shall not be obligated to post a bond or other form of surety in
connection with its service or status as Trustee under a Trust Agreement;
(i)
If the Trustee determines that an action the Trustee is required to take under a
Trust Agreement is not in accordance with applicable law, then the Trustee shall provide a copy
of an Opinion of Counsel supporting such determination to Ginnie Mae and consult with Ginnie
Mae as to ways in which such action can be taken in accordance with applicable law or
alternative courses of action; provided, that if the Trustee and Ginnie Mae cannot determine a
way in which the Trustee can take such action or alternative action in accordance with applicable
law, the Trustee shall not be required to take such action; and
(j)
The Trustee will not be required to expend or risk its own funds or otherwise
incur financial liability in the performance of its duties under the Trust Agreement (excluding its
duties explicitly set forth herein) or in the exercise of any of its rights or powers if, there shall be
reasonable ground for believing that the repayment of those funds or indemnity reasonably
acceptable to it against that risk or liability is not reasonably assured to it.
Section 5.03. Trustee Not Liable for Securities.
The Trustee makes no representations as to the validity or sufficiency of any Trust
Agreement or of any Securities (except that each Trust Agreement has been duly executed and is
binding on the Trustee and the Certificated Securities of each Callable Series shall be duly and
validly authenticated and delivered by the Trustee and the Book-Entry Securities of each
Callable Series shall be duly and validly authorized and delivered by the Trustee) or of any Trust
Assets or any document related to any of the foregoing.
The Trustee shall have no responsibility or accountability with respect to the sufficiency
or adequacy of the following: (a) the Trust Assets and Ginnie Mae Guaranty to generate funds
necessary to make required payments on the Securities or (b) any Offering Circular or other
securities filings or reports required to be filed by any federal, state or local securities regulatory
authority, including but not limited to the United States Securities and Exchange Commission.
Section 5.04. Trustee May Own Securities.
The Trustee in its individual or any other capacity may become the owner or pledgee of
Securities, and may transact banking or trust business with Ginnie Mae, any Sponsor, the BookEntry Depository, any Beneficial Owner or any other Trustee with the same rights it would have
if it were not Trustee.
Section 5.05. Payment of Trustee’s Fees and Expenses.
With respect to the Distribution Date or Distribution Dates in each month, the Trustee
shall be paid compensation for all services rendered by it in the execution of the trusts created by
the Trust Agreement and in the exercise and performance of any of its powers and duties under
the Trust Agreement (which compensation shall not be limited by any provision of law in regard
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to the compensation of a trustee of an express trust) in an amount equal to the Trustee Fee, if
any.
Section 5.06. Eligibility Requirements for Trustee.
The Trustee under any Trust Agreement must have been approved in writing by Ginnie
Mae to serve as Trustee under such Trust Agreement and at all times (a) must be organized and
doing business under the laws of the state of its incorporation or the United States of America,
(b) must be authorized under such laws to exercise corporate trust powers, (c) must have a (or
must be a member of a consolidated bank or financial holding company which has) combined
capital and surplus which meets the requirements as prescribed by Ginnie Mae from time to time
pursuant to a written notice provided by Ginnie Mae to the Trustee, (d) must be a member
depository institution of the FRS and (e) must be an entity subject to supervision or examination
by federal or state authority and (f) unless otherwise approved by Ginnie Mae, must have a long
term unsecured debt obligation rating from Moody’s Investors Inc. of at least Aa3 and a short
term debt or commercial paper rating from Standard & Poor’s Ratings Services, a division of
The McGraw Hill Companies, Inc. of at least A-1. In addition, neither the Trustee nor any
officer or professional working on the subject matter of the Trust may be currently suspended or
debarred by any governmental agency, nor may such Persons have been convicted of, or found
liable in a civil action for, fraud, forgery, bribery, falsification or destruction of records, making
false statements or any other offense indicating a lack of business integrity that seriously and
directly could affect the responsibility of the Trustee, or such officer or professional.
If the Trustee publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the purposes of this
Section the combined capital and surplus of the Trustee shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any time
the Trustee ceases to be eligible in accordance with the provisions of this Section, the Trustee
shall notify Ginnie Mae in writing immediately and, if Ginnie Mae requests, shall resign
immediately in the manner and with the effect specified in Section 5.07 hereof.
Section 5.07. Resignation and Removal of the Trustee.
The Trustee may resign as Trustee of any Trust at any time and be discharged from the
trusts created under the related Trust Agreement by giving written notice thereof to Ginnie Mae
and upon appointment of a successor trustee pursuant to Section 5.08. Upon receiving such
notice of resignation, Ginnie Mae may appoint a successor trustee. If no successor trustee shall
have been so appointed and have accepted appointment within 90 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for
the appointment of a successor trustee acceptable to Ginnie Mae.
Ginnie Mae may remove the Trustee for cause at any time. For the purposes of this
Section “cause” shall mean one of the following:
(a)
The Trustee’s ceasing to be eligible in accordance with the provisions of
Section 5.06 hereof and failing to resign after written request therefor by Ginnie Mae or its
agent;
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(b)
The Trustee’s inability to take any actions required under a Trust Agreement;
(c)
The Trustee’s failure to observe or perform any of its covenants set forth in the
related Trust Agreement;
(d)
A court or regulatory authority having jurisdiction in the premises, including
without limitation the FDIC and any similar state authority, entering a decree or order for relief
in respect of the Trustee in an involuntary case under any bankruptcy, insolvency, receivership,
conservatorship or other similar law or regulation, state or federal, now or hereafter in effect, or
appointing a receiver, conservator, assignee, trustee, custodian, sequestrator or other similar
official for the Trustee or for all or any substantial part of its property, or order the winding up or
liquidation of its affairs;
(e)
The Trustee’s commencing a voluntary case under any applicable bankruptcy,
insolvency, receivership, conservatorship or other similar law or regulation, state or federal, now
or hereafter in effect, or consenting to or acquiescing in the entry of an order for relief in an
involuntary case under any such law, or consenting to or acquiescing in the appointment of or
taking of possession by a receiver, conservator, liquidator, assignee, trustee, custodian,
sequestrator or other similar official for the Trustee or for all or any substantial part of its
property, or making a general assignment for the benefit of creditors, or the Trustee’s generally
failing to pay its debts as they become due;
(f)
The discovery that any Location-Based Tax, other tax or other charge levied or
threatened to be levied against a Trust on account of the situs of the Trustee could be avoided by
the appointment of a successor trustee, to the extent that Ginnie Mae determines that such tax or
other change may not be adequately covered by the Trustee; or
(g)
The removal for cause of the Trustee as the trustee of any trust that has issued
securities guaranteed by Ginnie Mae.
Any resignation or removal of the Trustee and appointment of a successor trustee
pursuant to any of the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 5.08 hereof but in no event shall
become effective until a successor has been appointed and has accepted the duties of the Trustee.
Any liability of the Trustee under a Trust Agreement arising prior to such termination shall
survive such termination.
To the extent that a successor trustee is entitled to receive reasonable compensation in
excess of compensation payable to the Trustee under the related Trust Agreement, the Trustee
shall indemnify Ginnie Mae and the Trust for the amount of such excess and shall provide such
security for such indemnity as Ginnie Mae may require.
Section 5.08. Successor Trustee.
Any successor trustee appointed to serve as Trustee of a Trust as provided in Section 5.07
hereof shall execute, acknowledge and deliver to Ginnie Mae and its predecessor trustee an
instrument accepting such appointment under the related Trust Agreement, and thereupon the
resignation or removal of the predecessor trustee shall become effective and such successor
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trustee, without any further act, deed or conveyance, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor under the Trust Agreement, with the same
effect as if originally named as trustee therein. The predecessor trustee shall immediately deliver
to the successor trustee all documents and statements held by it under the applicable Trust
Agreement, and the predecessor trustee shall execute and deliver such instruments and do such
other things as may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties and obligations. The predecessor trustee
shall perform the duties and obligations imposed on it in this Section irrespective of any stay
arising from, any injunction or other process issued pursuant to, and any restriction or limitation
imposed by any bankruptcy, insolvency, receivership, conservatorship or other similar law or
regulation, state or federal, now or hereafter in effect, including without limitation 11 U.S.C.
§§ 105, 362 and 18 U.S.C. §§ 1821, 1823, each as amended from time to time. In the event the
predecessor trustee fails to perform the duties and obligations imposed on it in this Section,
Ginnie Mae may take any action it deems necessary or advisable to cause the performance of
such duties and obligations.
No successor trustee shall accept appointment as provided in this Section unless at the
time of such acceptance such successor trustee is eligible under the provisions of Section 5.06
hereof.
Upon acceptance of appointment by a successor trustee as provided in this Section, the
successor trustee shall mail notice of the succession of such trustee hereunder to all Holders at
their addresses as shown in the Register.
Section 5.09. Appointment of Co-Trustee.
The Trustee shall be permitted to appoint a Person that either meets the eligibility
requirements to act as a Trustee hereunder or otherwise has been approved in writing by Ginnie
Mae to act as co-trustee with respect to the Trust. Any such co-trustee may perform any of the
duties and obligations of the Trustee hereunder, provided, however, that any such appointment of
any co-trustee shall not relieve the Trustee of any of its obligations and duties hereunder. The
Trustee shall continue to remain liable for the performance of all such duties and obligations
hereunder (including the obligation to indemnify Ginnie Mae pursuant to Section 5.11, 5.12),
irrespective of the appointment of any co-trustee to perform such duties or obligations on behalf
of the Trustee.
Section 5.10. Merger or Consolidation of Trustee.
Any corporation into which a Trustee may be merged or converted or with which it may
be consolidated or any corporation resulting from any merger, conversion or consolidation to
which such Trustee may be a party, or any corporation succeeding to the business of such
Trustee, shall be the successor of such Trustee under the related Trust Agreement without the
execution or filing of any paper or any further act on the part of any of the parties to the Trust
Agreement, provided such corporation is eligible under the provisions of Section 5.06 hereof.
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Section 5.11. Indemnification of HUD and Ginnie Mae.
The Trustee for each Trust shall indemnify and hold harmless HUD and Ginnie Mae
(including each official, officer, employee and agent of HUD and Ginnie Mae) from and against
any and all losses, claims, demands, liabilities, or expenses (including, without limitation, all
attorneys’ fees and related charges and expenses) resulting, directly or indirectly, from any
Trustee default or other failure to perform under the related Trust Agreement. Without limiting
the foregoing, Ginnie Mae’s right to indemnification hereunder shall include the right to
reimbursement of any and all amounts paid by Ginnie Mae to any Holder of such Callable Series
as a result of any failure of the Trustee properly to calculate the amount of any required
distribution to any such Holder or to cause the proper distributions to be made to any such
Holder, together with interest thereon at a rate equal to the yield on three-month Treasury
securities. Notwithstanding the foregoing, the Trustee will not be liable for any action
reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized by
the Trust Agreement.
Section 5.12. Performance Reviews by Ginnie Mae.
At its sole discretion, and from time to time, Ginnie Mae shall have the right to undertake
a full performance review of the Trustee and any subcontractors retained by the Trustee. Any
such review may involve the onsite inspection of the Trustee’s (or any subcontractor’s) facilities
and the review of any books, records or documents of the Trustee (or any subcontractor) which
relate to the performance by the Trustee (or any subcontractor) of its duties hereunder. In
connection with any such review and inspection, the Trustee agrees to make available to Ginnie
Mae appropriate officers of the Trustee (or any subcontractor) and to otherwise cooperate with
such an undertaking by Ginnie Mae.
Section 5.13. Voting of the Permitted Underlying Certificates.
In the event that a vote of the holders of Permitted Underlying Certificates is required
pursuant to the trust agreement governing any Underlying Trust, the Trustee shall vote in respect
of the Underlying Certificate in a manner that, in its sole judgment, is consistent with the best
interests of the holders of such Underlying Certificate. Notwithstanding the preceding sentence,
the Trustee shall not have a right to vote, under this Section 5.13, in any case where the exercise
of such right would constitute a variation of the investment of the Holders for purposes of United
States Treasury Regulation section 301.7701-4(c), and shall instead abstain from voting in such
instance.
ARTICLE VI
TERMINATION
Section 6.01. Termination by the Trustee.
On any Distribution Date on which the aggregate of the Class Principal Balances of the
Securities in a particular Callable Series, after giving effect to distributions otherwise to be made
on that date, is less than 1% of the aggregate of the Original Class Principal Balances, the
Trustee may (except to the extent the Holder of the related Call Class shall have previously given
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notice to effect a redemption), but shall not be obligated to, effect a termination of the related
Trust and retirement of the related Securities by purchasing (or causing the sale to one or more
third parties of) all of the Trust Assets remaining in the Trust and depositing into the Book-Entry
Depository Account the Termination Price therefor.
The Trustee promptly shall mail notice of any termination to be caused by its purchase of
the Trust’s assets to Holders not earlier than the fifteenth day and not later than the twentieth day
of the month preceding the month of the final distribution. The notice shall specify (a) the final
Distribution Date (which shall be the next Distribution Date) upon which the Holders may
surrender their Certificated Securities to the Trustee for payment of the final distribution and
cancellation, (b) the office of the Registrar at which Holders may surrender their Certificated
Securities, (c) the amount of any final payment and (d) that the Record Date otherwise applicable
to that Distribution Date is not applicable because final distributions will be made only upon
presentation and surrender of the Certificated Securities at the office or agency of the Registrar
specified in the notice. The Trustee shall give this notice to Ginnie Mae at the time the notice is
given to Holders, and shall deposit the Termination Price into the Book-Entry Depository
Account no later than 10:00 a.m. eastern time on the final Distribution Date.
Upon presentation and surrender of the Certificated Securities pursuant to such a notice,
the Trustee shall, to the extent of available funds, cause to be distributed on the final Distribution
Date to Holders of any Certificated Securities, in proportion to their respective Percentage
Interests, an amount equal to the applicable Class Principal Balance, if any, together with any
accrued and unpaid interest thereon at the applicable Interest Rate.
With respect to the Book-Entry Securities, the Trustee shall, to the extent of available
funds, cause to be distributed on the Final Distribution Date to Holders of any Book-Entry
Securities, in proportion to their respective Percentage Interests, an amount equal to the
applicable Class Principal Balance, if any, together with any accrued interest thereon at the
applicable Interest Rate.
Notwithstanding the foregoing, no amounts shall be distributable to Holders of Call Class
Securities upon any termination pursuant to this Article VI.
Section 6.02. Termination of Agreement.
The respective obligations and responsibilities of the Sponsor and the Trustee created by
the Trust Agreement (other than the obligation of the Trustee to make certain payments to
Holders after the final Distribution Date and the obligation of the Trustee to send certain notices
as set forth herein) shall terminate upon (a) the payment of all principal and accrued interest on
the Securities and all other amounts due and owing by the Trustee under such Trust Agreement
and (b) the last action required to be taken by the Trustee on the final Distribution Date pursuant
to this Article VI following the earlier of (i) the purchase by the Trustee of all Trust Assets
remaining in the Trust pursuant to Section 6.01 hereof at a price equal to the Termination Price
and (ii) the final payment or other liquidation (or any advance with respect thereto) of the last
Trust Assets remaining in the Trust; provided, however, that in no event shall the Trust created
hereby continue beyond the expiration of 21 years less one day from the death of the last
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survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the
Court of St. James’s, living on the date hereof.
Section 6.03. Termination Account.
If all of the Holders do not surrender their Certificated Securities for final payment and
cancellation on or before the final Distribution Date, the Trustee, on the final Distribution Date,
shall withdraw all funds remaining in the Trust Accounts and shall credit those remaining funds
to the Holders who did not surrender their Securities by depositing such funds in a Termination
Account for the benefit of such Holders, and the Trustee shall give a second written notice to the
remaining Holders to surrender their Securities for cancellation and receive the final distribution
with respect thereto. If within one year after the sending of the second notice all the Securities
shall not have been surrendered for cancellation, the Trustee shall take appropriate steps, at the
direction of Ginnie Mae, if Ginnie Mae chooses to provide direction, or may appoint an agent to
take appropriate steps, to contact the remaining Holders concerning surrender of their Securities,
and the cost thereof shall be paid out of the funds on deposit in the Termination Account. The
Trustee shall not invest or owe interest on funds in the Termination Account. The Trustee shall
maintain the Termination Account for five years, subject to applicable laws of escheatment, after
which time the assets shall be transferred to Ginnie Mae.
ARTICLE VII
REDEMPTION AND EXCHANGE
Section 7.01. Redemption.
As to any Callable Series or Security Group, the Holder of the related Call Class Security
shall have the right to direct the Trustee to redeem the related Callable Class Securities, in whole
but not in part, on any Distribution Date commencing with the Initial Redemption Date, but in
any event no later than the Final Redemption Date, if applicable.
The amount payable by the Trustee in respect of any Callable Class Securities upon
redemption shall be equal to the related Redemption Price. The Trustee shall redeem the
Callable Class Securities only if (i) as of 11:30 a.m. (Eastern time) on the date the Trustee
receives notice from the Holder of the related Call Class directing the Trustee to redeem, the
related Trust Assets have a market value in excess of their outstanding principal balance plus, in
the case of any related Trust Asset that is an Accrual Class, any accrued interest thereon that
would have been added to the principal balance of such Trust Assets on the Redemption Date,
multiplied by the applicable Redemption Price Percentage and (ii) the Trustee shall have
received from the Holder of the Call Class the Redemption Amount, the related Exchange Fee as
provided below and the Call Class Security (assigned to the Trustee). For purposes of clause (i)
above, the “market value” of Trust Assets shall be determined by reference to bid quotations
obtained by the Trustee as of 11:30 a.m. (Eastern time) on the date the Trustee receives notice of
the intention to direct a redemption. Bid quotations shall be obtained by the Trustee from the
display identified as “TBA2” as posted electronically by the Bloomberg Financial News Service;
provided, however, in the event that such quotations are not available or are believed inaccurate,
the Trustee shall request that Ginnie Mae (or its agent) (i) obtain bid quotations from three
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reputable dealers experienced in pricing assets comparable to the Trust Assets; and (ii) calculate
an average of such quotations. The determination by the Trustee (or Ginnie Mae) of the market
value as described above shall (in the absence of manifest error) be final and binding.
The Holder of a Call Class Security proposing to effect a redemption and exchange as of
any Distribution Date may so notify the Trustee in writing at the Corporate Trust Office, on any
Business Day during the month preceding the month of redemption but shall do so no later than
11:00 a.m. (Eastern time) on the third Business Day preceding the last calendar day of the month
preceding the month of the proposed redemption. Any such notice delivered to the Trustee after
11:00 a.m. (Eastern time) on any Business Day shall be deemed to have been received prior to
11:00 a.m. (Eastern time) on the following Business Day. No later than the third Business Day
preceding the last calendar day of the month preceding the month of the proposed redemption the
Holder of the Call Class shall deposit with the Trustee the applicable Redemption Amount and
Exchange Fee and deliver to the Trustee the Call Class Security (assigned to the Trustee in form
satisfactory to the Trustee). Upon determination of a satisfactory market value and delivery of
the Redemption Amount, Exchange Fee and Call Class Security, the notice of redemption and
exchange shall become irrevocable and redemption of the related Callable Class Securities shall
be made on the following Distribution Date (each, a “Redemption Date”). The Trustee shall
distribute the Redemption Price to the Holders of the related Callable Class Securities, pro rata,
on the Redemption Date. Such distribution shall be in lieu of any distribution of principal and
interest that would otherwise be made on that date.
The Trustee shall notify Ginnie Mae and the Information Agent of a redemption when the
notice of redemption and exchange becomes irrevocable.
Section 7.02. Exchange.
On the first Business Day of the month of redemption, the Trustee shall deliver to the
Holder of the Call Class Security the related Trust Assets. In addition, on the Redemption Date,
the Trustee shall remit to the Holder of the Call Class (a) the excess of (i) the Redemption
Amount paid to the Trustee by the Holder of the Call Class and the distributions received on the
related Trust Assets in the month of redemption (net of any Trustee Fee payable to the Trustee
on the Redemption Date) over (ii) the Redemption Price for the Callable Class and (b) any
interest earnings on the Redemption Amount as described in Section 7.03. For purposes hereof,
any such amounts distributed in respect of the Call Class shall constitute interest, to the extent
they represent investment earnings or interest payments on the Trust Assets, or principal, to the
extent they represent principal payments on the Trust Assets.
Section 7.03. Exchange Fee; Investment Earnings on Redemption Amount.
Upon receipt of the Exchange Fee and Redemption Amount, the Trustee shall (i) be
entitled to retain the Exchange Fee for its own account, and (ii) deposit the Redemption Amount
in an Eligible Account. Amounts on deposit in such Eligible Account shall be invested by the
Trustee in Eligible Investments.
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Section 7.04. Exchange of Callable Class and Call Class Securities for the Related
Trust Assets.
As to any Callable Series or Security Group, a Holder of both a Call Class Security and
all of the outstanding related Callable Class Securities shall have the right to exchange such Call
Class Security and 100% of the outstanding balance of the related Callable Class Securities for
the related Trust Assets. The Holder of a Call Class Security and all of the outstanding related
Callable Class Securities proposing to effect such an exchange must notify the Trustee at least
three Business Days preceding the exchange date (the “Exchange Date”), as described in Section
7.01. On the Business Day prior to the Exchange Date, the Holder will deliver the Call Class
Security and the related Callable Class Securities to the Trustee and deposit with the Trustee any
Transaction Fee required to be paid pursuant to the related Trust Agreement, and the exchange
will become irrevocable. On the Exchange Date, the Trustee shall cancel such Securities, shall
cause the removal of such Callable Class Securities from the Book-Entry Depository Account
and shall credit the remaining related Trust Assets to the account of the surrendering Holder.
Section 7.05. Exchange of Callable Class Securities for the Related Trust Assets.
As to any Callable Series or Security Group, after the Final Redemption Date for such
Callable Series or Security Group, the Holder of all of the outstanding related Callable Class
Securities shall have the right to exchange 100% of the outstanding balance of such Callable Class
Securities for the related Trust Assets; provided, however, that there shall be no such right to
exchange during any time that such Callable Class Securities are held by a REMIC Trust. A Holder
of Callable Class Securities proposing to effect such an exchange must notify the Trustee at least
three Business Days preceding the exchange date (the “Exchange Date”), as described in Section
7.01. On the Business Day prior to the Exchange Date, the Holder will deliver such Callable Class
Securities to the Trustee and deposit with the Trustee any Transaction Fee required to be paid
pursuant to the related Trust Agreement, and the exchange will become irrevocable. On the
Exchange Date, the Trustee shall cancel such Securities, shall cause the removal of such Callable
Class Securities from the Book-Entry Depository Account and shall credit the remaining related
Trust Assets to the account of the surrendering Holder.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01. Limitation of Rights of Holders.
The death or incapacity of any person having an interest, beneficial or otherwise, in a
Security shall not operate to terminate any Trust Agreement, nor entitle the legal representatives
or heirs of such person or any Holder for such person to claim an accounting, take any action or
bring any proceeding in any court for a partition or winding up of any Trust, nor otherwise affect
the rights, obligations and liabilities of the parties hereto or any of them.
Section 8.02. Control by Holders.
Except as otherwise provided in the Trust Agreement, no Holder in any Callable Series
shall have any right to vote or in any manner otherwise control the administration, operation and
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management of any Trust, or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Securities, be construed so as to constitute the Holders
from time to time as partners or members of an association; nor shall a Holder be under any
liability to any third person by reason of any action taken by the parties to the Trust Agreement
pursuant to any provision hereof.
Section 8.03. Amendment of Trust Agreements.
(a)
Any Trust Agreement may, with the consent of Ginnie Mae, and shall, at the
request of Ginnie Mae, be amended from time to time by the Trustee without the consent of the
Sponsor or any Holder or Holders to cure any ambiguity, to correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to make any other
provisions with respect to the Trust Agreement, provided that any such amendment shall not
effect a change in the Termination Price, Distribution Dates, Record Dates, Accounting Dates,
terms of optional terminations or redemptions, the Ginnie Mae Guaranty or other payment terms
established by the Trust Agreement for the Callable Series which adversely affects in any
material respect the interests of any Holder and shall not impose an additional obligation on any
party who has not consented to such amendment; or except as provided in Section 8.03(b) below,
to make any other changes that Ginnie Mae requests.
(b)
Notwithstanding any other provision herein, without the consent of each Holder
who may be adversely affected, the related Trust Agreement may not be amended to impair or
affect the right of such Holder to receive payment of principal and interest (including any
payment under the Ginnie Mae Guaranty in respect thereof) or to institute suit for the
enforcement of any such payment, all as herein provided, on or after the respective due date of
such payment. Notwithstanding the foregoing, the Trustee shall not allow any amendment to the
related Trust Agreement that would cause the Trust not to be treated as a grantor trust for United
States federal income tax purposes.
(c)
In connection with any amendment to a Trust Agreement made pursuant to this
Section 8.03, the Sponsor shall deliver to Ginnie Mae and the Trustee one or more Opinions of
Counsel (who, if the amendment is at the request of the Sponsor, may be Trust Counsel),
addressed to Ginnie Mae and the Trustee, to the effect that (A) such counsel has examined the
amendment and the relevant portion of the related Trust Agreement, (B) the amendment is
permitted by the related Trust Agreement, (C) the proposed amendment will not cause the Trust
not to be treated as a grantor trust for United States federal income tax purposes and (D) with
respect to any amendment other than an amendment being entered into contemporaneously on a
program-wide basis, indemnification of Ginnie Mae and the Trustee in a form reasonably
acceptable to Ginnie Mae in consultation with the Trustee.
Section 8.04. Persons Deemed Owners.
The Trustee, Ginnie Mae and the Registrar, or any agent of the Trustee, Ginnie Mae or
the Registrar, may deem and treat the Holder of the Securities (which, with respect to the BookEntry Securities, will be the Book-Entry Depository (or its nominee)), as the absolute owner of
such Securities for the purpose of receiving distributions of principal or interest and for all other
purposes, and neither the Trustee, Ginnie Mae nor the Registrar, nor any agent of the Trustee,
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Ginnie Mae or the Registrar, shall be affected by any notice to the contrary. All such
distributions so made to the Holder or upon such Holder’s order shall be valid and, to the extent
of the sum or sums so distributed, effectual to satisfy and discharge the duty for monies
distributable by the Trustee upon such Securities.
The Holder of a Book-Entry Security is not the Beneficial Owner of such Security. The
rights of a Beneficial Owner of a Book-Entry Security with respect to the Trustee, Ginnie Mae
and the Registrar may be exercised only through the Holder, which is the Book-Entry Depository
or its nominee. The Trustee, Ginnie Mae and the Registrar will have no obligation to a
Beneficial Owner of a Book-Entry Security because such obligations are satisfied directly to the
Book-Entry Depository.
Section 8.05. Third-Party Beneficiary; Ginnie Mae Subrogation.
The Trustee and the Sponsor hereby acknowledge and agree that Ginnie Mae is a thirdparty beneficiary of each Trust Agreement and entitled to enforce all obligations of any party to a
Trust Agreement. Ginnie Mae shall be subrogated to all the rights, interests, remedies, powers
and privileges of the Holders in respect of any Ginnie Mae Guaranty Payments, to the extent of
such payments.
Section 8.06. Preemption.
Pursuant to Section 306(g)(3)(E)(iv) of the National Housing Act (12 U.S.C. § 1721
(g)(3)(E)(iv)), Ginnie Mae may exercise any right or power granted to it in or recognized under
the Trust Agreement irrespective of any stay arising from, any injunction or other process issued
pursuant to, and any restriction or limitation imposed by any bankruptcy, insolvency,
receivership, conservatorship or other similar law or regulation, state or federal, now or hereafter
in effect, including without limitation 11 U.S.C. §§ 105, 362 and 18 U.S.C. §§ 1821, 1823, each
as amended from time to time.
Section 8.07. Governing Law.
THE TRUST AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE UNITED STATES OF AMERICA.
INSOFAR AS THERE MAY BE NO APPLICABLE LAW OF THE UNITED STATES,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
REGARD TO CONFLICTS OF LAWS PRINCIPLES OTHER THAN SECTIONS 5-1401
AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) SHALL BE
DEEMED REFLECTIVE OF THE LAWS OF THE UNITED STATES OF AMERICA,
INSOFAR AS TO DO SO WOULD NOT FRUSTRATE THE PURPOSES OF ANY
PROVISION OF THE TRUST AGREEMENT OR THE TRANSACTIONS GOVERNED
THEREBY.
Section 8.08. Successors.
The Trust Agreement shall be binding upon and shall inure to the benefit of any
successor to the Trustee, the Sponsor, or Ginnie Mae, including any successor by operation of
law.
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Section 8.09. Headings.
The Article and Section headings are for convenience only and shall not affect the
construction of the Trust Agreement.
Section 8.10. Notice and Demand.
Any notice, demand or other communication which by any provision of a Trust
Agreement is required or permitted to be given or served to or upon any Holder may be given or
served in writing by deposit thereof, postage prepaid, in the United States mail addressed to such
Holder as such Holder’s name and address may appear in the records of the Trustee or the
Registrar. Such notice, demand or other communication to or upon a Holder shall be deemed to
have been sufficiently given or made, for all purposes, upon mailing or transmission.
RECEIPT AND ACCEPTANCE OF A SECURITY BY OR ON BEHALF OF A
HOLDER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT,
SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND
ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH SECURITY OF ALL THE
TERMS AND PROVISIONS OF THE RELATED TRUST AGREEMENT.
All demands, notices, approvals and communications under the Trust Agreement shall be
in writing and shall be deemed to have been duly given if personally delivered (including
overnight receipted delivery by a recognized courier service) to or mailed by registered mail,
postage prepaid, or transmitted by any standard form of written telecommunications and
confirmed by a similar mailed writing, to the address provided in the Trust Agreement. The
address for Ginnie Mae shall be as follows:
Government National Mortgage Association
Office of Capital Markets
425 3rd Street, S.W., 4th Floor
Washington, D.C. 20024
Attention: Senior Vice President, Capital Markets Division
Telephone: (202) 475-8855
Facsimile: (202) 485-9858
With copies to:
Department of Housing and Urban Development
Office of General Counsel
451 7th Street, S.W., Room 9250
Washington, D.C. 20410
Attention: Assistant General Counsel Ginnie Mae/Finance
Telephone: (202) 402-5196
and the Legal Advisor as of the date of the demand, notice,
approval or communication.
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The addresses of all other parties are set forth in the related Sponsor Agreement.
Section 8.11. Severability of Provisions.
Any part, provision, representation or warranty of any Trust Agreement that is prohibited
or that is held to be void or unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining parts, provisions, representations or
warranties of that Trust Agreement. Any part, provision, representation or warranty of a Trust
Agreement that is prohibited or unenforceable or is held to be void or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining parts, provisions, representations or
warranties of that Trust Agreement, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
To the extent permitted by applicable law, the parties to each Trust Agreement waive any
provision of law which prohibits or renders void or unenforceable any provision of that Trust
Agreement.
Section 8.12. Counterparts; Signatures.
(a)
The Trust Agreement may be executed in two or more counterparts, each of
which when so executed and delivered shall be an original, and all of which together shall
constitute one and the same instrument. The Trust Agreement shall inure to the benefit of and be
binding upon the parties thereto and their respective successors and assigns.
(b)
The Trust Agreement and any documents related hereto may be executed by
manual, facsimile or electronic signature as provided in this Section 8.12. For the avoidance of
doubt, any reference to manual signature or manual execution elsewhere in these Standard Trust
Provisions or any related documents shall be read to include facsimile or electronic signature as
provided in this Section 8.12. For purposes of this Section 8.12, the following terms have the
following meanings:
(i)
eCommerce Laws: ESIGN, UETA, any applicable state or local
equivalent or similar laws and regulations, and any rules, regulations and guidelines
promulgated under any of the foregoing.
(ii)
ESIGN: The Electronic Signature In Global and National Commerce Act,
Pub. L. No. 106-229, 114 Stat. 464 (codified at 15 U.S.C. §§ 7001-31), as the same may
be supplemented, amended, recodified or replaced from time to time.
(iii) UETA: The Uniform Electronic Transactions Act, as adopted in the
relevant jurisdiction, and as may be supplemented, modified or replaced from time to
time.
(c)
If any party executes the Trust Agreement or any other related document via
electronic signature, such party represents and warrants that (i) such party's creation and
maintenance of such party's electronic signature to the Trust Agreement or related document and
such party’s storage of its copy of the fully executed Trust Agreement or related document will
be in compliance with applicable eCommerce Laws to ensure admissibility of such electronic
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signature and related electronic records in a legal proceeding, (ii) such party has controls in place
to ensure compliance with applicable eCommerce Laws, including, without limitation, §201 of
ESIGN and §16 of UETA, regarding such party’s electronic signature to the Trust Agreement or
related document and the records, including electronic records, retained by such party will be
stored to prevent unauthorized access to or unauthorized alteration of the electronic signature and
associated records, and (iii) such party has controls and systems in place to provide necessary
information, including, but not limited to, such party’s business practices and methods, for
record keeping and audit trails, including audit trails regarding such party’s electronic signature
to the Trust Agreement or related documents and associated records.
(d)
If any party executes the Trust Agreement or any other related document via
electronic signature, such party will produce, upon request by any other party or by Ginnie Mae,
such affidavits, certifications, records and information regarding the creation or maintenance of
such party's electronic signature to the Trust Agreement or any related document to ensure
admissibility of such electronic signature and related electronic records in a legal proceeding.
(e)
Documents (i) executed manually or by facsimile signature and scanned or (ii)
executed with an electronic imprint or copy of a manual signature and in either case transmitted
electronically, or (iii) with electronic signatures, shall be deemed original signatures for purposes
of the Trust Agreement and any related documents and all matters related thereto, with such
scanned, imprinted, copied or electronic signatures having the same legal effect as original
signatures. The parties agree that the Trust Agreement and any related document may be
accepted, executed or agreed to through use of an electronic signature in accordance with
applicable eCommerce Laws. Any document accepted, executed or agreed to in conformity
with such eCommerce Laws, by one or both parties, will be binding on both parties the same as
if it were physically executed. Each party consents to the commercially reasonable use of third
party electronic signature capture service providers and record storage providers.
ARTICLE IX
TAX ADMINISTRATOR
Section 9.01. Tax Administration.
Each Holder of a Security hereby designates the Tax Administrator, as its agent, to
perform certain tax administration functions of the related Trust.
(a)
With respect to each Trust, the Tax Administrator shall pay in a timely manner:
(i)
the amount of any United States federal, state and local taxes imposed on
the Trust out of amounts in the Trust Accounts (except for Location-Based Taxes
attributable to the Tax Administrator, which shall be paid by the Tax Administrator out of
its own funds); provided, however, that the Tax Administrator may decide, provided it
has received the written permission of Ginnie Mae, to pay or deposit such tax but
subsequently to contest such tax, or, if permitted by law, to refrain from paying such tax
pending the outcome of the contest of such tax, and
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(ii)
out of its own funds, any and all tax related expenses (not including taxes)
of the Trust, including but not limited to any professional fees or expenses related to
audits or any administrative or judicial proceedings with respect to each such Trust that
involves the Internal Revenue Service or state or local tax authorities; provided, however,
that the Tax Administrator may pay out of amounts in the Trust Accounts the reasonable
cost of contesting a tax imposed on the Trust, provided that the Tax Administrator has
received Ginnie Mae’s written permission to engage in the contest.
(b)
With respect to each Trust, the Tax Administrator shall maintain all books,
records, and supporting documents that are necessary to comply with any and all aspects of the
Tax Administrator’s duties under the Trust Agreement and other Closing Documents.
(c)
For each Trust, the related Tax Administrator shall timely prepare, sign (or, as
appropriate, submit to the Trustee for signature) and file all of the United States federal, state,
and local tax and information returns of the Trust. The expenses of preparing and filing such
returns shall be borne by the Tax Administrator without any right to reimbursement by the
Trustee or from amounts on deposit in the Trust Accounts.
(d)
The Tax Administrator for each Trust shall assist the Trustee in performing in a
timely manner all reporting and other tax compliance duties that are the responsibility of the
Trust under United States federal, state or local tax law. Upon the Tax Administrator’s request,
the Trustee shall provide the Tax Administrator with a list of Securityholders of record and any
other information reasonably necessary to the Tax Administrator in the performance of its duties.
(e)
With respect to each Trust, the Tax Administrator and the Trustee shall take any
action or cause any Trust to take any action necessary to create or maintain the status of such
Trust as a grantor trust pursuant to Section 1.06 hereof.
(f)
With respect to each Trust, neither the Tax Administrator nor the Trustee shall
take any action or fail to take any action, or cause any Trust to take any action or fail to take any
action that, if taken or not taken, could endanger the status of any such Trust as a grantor trust
pursuant to Section 1.06 hereof.
(g)
With respect to each Trust, unless otherwise provided in the related Trust
Agreement, the fiscal year of such Trust shall run from January 1 (or from the Closing Date, in
the case of the first fiscal year) through December 31.
(h)
The Trustee shall reimburse the Trust for any Location-Based Taxes.
Section 9.02. Resignation and Removal of the Tax Administrator.
(a)
Unless otherwise provided in the Trust Agreement, the Trustee shall act as Tax
Administrator. The Trustee may subcontract with another Person acceptable to Ginnie Mae to
undertake these obligations. In addition, Ginnie Mae reserves the right to require the Trustee to
subcontract with a Person designated by Ginnie Mae to perform these duties. Execution of a
subcontract shall not relieve the Trustee, however, of any responsibility for the tax
administration of the Trust or of liability for breaches of the obligations of the Tax Administrator
under the Trust Agreement.
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(b)
If the Tax Administrator for a Trust is unable for any reason to fulfill its duties as
Tax Administrator, the Tax Administrator shall immediately notify Ginnie Mae and the Trustee.
Upon notification, the Trustee may appoint another Person acceptable to Ginnie Mae to act as
Tax Administrator or Ginnie Mae may direct the Trustee to appoint another Person to act in such
capacity.
(c)
Except as provided in a Trust Agreement, Ginnie Mae has reserved the right to
remove the Tax Administrator for cause at any time. For the purposes of this Section “cause”
shall mean one of the following:
(i)
The Tax Administrator’s inability to take any actions required under a
Trust Agreement;
(ii)
Failure on the part of the Tax Administrator to observe or perform any
other of its covenants set forth in the related Trust Agreement;
(iii) A court having jurisdiction entering a decree or order for relief in respect
of the Tax Administrator in an involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, sequestrator (or other similar official) of the Tax
Administrator or for all or substantially all of its property, or order the winding up or
liquidation of its affairs; or
(iv)
The Tax Administrator commencing a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or consenting to
the entry of an order for relief in an involuntary case under any such law, or consenting to
the appointment of or taking of possession by a receiver, liquidator, assignee, trustee,
custodian, sequestrator (or other similar official) of the Tax Administrator or for any
substantial part of its property, or making any general assignment for the benefit of
creditors, or the Tax Administrator failing generally to pay its debts as they become due.
(d)
Any resignation or removal of the Tax Administrator and appointment of a
successor Tax Administrator pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor Tax Administrator as provided in
Section 9.02(e) below. Any liability of the Tax Administrator under a Trust Agreement arising
prior to such termination shall survive such termination.
(e)
The successor Tax Administrator appointed to serve as Tax Administrator of a
Trust as provided in this Section shall execute, acknowledge and deliver to Ginnie Mae and its
predecessor Tax Administrator a written acceptance of such appointment under the related Trust
Agreement, and thereupon the resignation or removal of the predecessor Tax Administrator shall
become effective and such successor Tax Administrator, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and obligations of its
predecessor under such Trust Agreement, with the same effect as if originally named as Tax
Administrator therein.
* * *
30
V-4-34
Exhibit 1
FORM OF CALLABLE CLASS SECURITY
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
GUARANTEED CALLABLE PASS-THROUGH SECURITY
GINNIE MAE CALLABLE TRUST 20_-C__ (THE “TRUST”)
CLASS A[ ]
THE GOVERNMENT NATIONAL MORTGAGE ASSOCIATION, PURSUANT TO
SECTION 306(g) OF THE NATIONAL HOUSING ACT, GUARANTEES THE TIMELY
PAYMENT OF PRINCIPAL AND INTEREST ON THIS SECURITY IN ACCORDANCE
WITH THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE RELATED
TRUST AGREEMENT. THE FULL FAITH AND CREDIT OF THE UNITED STATES OF
AMERICA IS PLEDGED TO THE PAYMENT OF ALL AMOUNTS THAT MAY BE
REQUIRED TO BE PAID UNDER THIS GUARANTY. THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION DOES NOT GUARANTEE THE PAYMENT OF ANY
PREMIUM INCLUDED IN ANY REDEMPTION PRICE.
CLASS A[ ]:
CUSIP NO.:
CLOSING DATE:
INTEREST RATE: [ ________ %]
[VARIABLE]
MONTH OF FINAL DISTRIBUTION
DATE:
CLASS PRINCIPAL BALANCE OF ALL
CLASS A [ ] SECURITIES AS OF
CLOSING DATE: $______________
INITIAL REDEMPTION DATE:
[FINAL REDEMPTION DATE:]
DENOMINATION: $ ________________
TRUSTEE:
SPONSOR:
NO. _______
V-4-35
This Security evidences a percentage interest in the distributions allocable to the Class indicated
on the face hereof issued by the Trust, the assets of which consist primarily of the Trust Assets.
THIS CERTIFIES THAT
______________________
is the registered owner of the Percentage Interest evidenced by this Security (obtained by
dividing the denomination of this Security by the aggregate of the denominations of all Securities
of this Class) in any monthly distributions allocable to this Class of Securities. The Securities
were issued by the Trust created pursuant to a trust agreement (the “Trust Agreement”) between
the Sponsor and the Trustee. The capitalized terms used and not defined herein have the
meanings assigned to them in the Trust Agreement and the Glossary in the Ginnie Mae
Multiclass Securities Guide in effect on the Closing Date. This Security is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement, to which the Holder of
this Security, by virtue of the acceptance hereof, assents and by which such Holder is bound.
Pursuant to the terms of the Trust Agreement, a distribution will be made on the [ ] day of
each month or, if such day is not a Business Day, the first Business Day thereafter (each, a
“Distribution Date”), commencing in the month following the month of the Closing Date, to the
Person in whose name this Security is registered at the close of business on the last Business Day
of the month immediately preceding the month of such distribution (the related “Record Date”),
in an amount equal to the product of the Percentage Interest evidenced by this Security and the
distributions, if any, allocable to this Class pursuant to the Trust Agreement. Notwithstanding
the foregoing, distributions on Certificated Securities of this Class will be made on the Business
Day following the Distribution Date.
This Security is subject to redemption by the Trustee at the direction of the Holder of the
related Call Class Security. This Security is limited in right of payment to certain collections in
respect of the related Trust Assets (including the [related] Redemption Price therefor) and the
Ginnie Mae Guaranty, all as more specifically set forth in the Trust Agreement. This Security
does not represent an obligation of the Sponsor or the Trustee or either of their affiliates. In
addition, the Holder of this Security has certain exchange rights as set forth in the Trust
Agreement.
Distributions on Book-Entry Securities shall be made on each Distribution Date by wire
transfer of immediately available funds to the Book-Entry Depository. Distributions on any
Certificated Security shall be made on the Business Day following each Distribution Date (a) by
check mailed to the Holder thereof at its address reflected in the Register as of the related Record
Date or (b) upon receipt by the Trustee from a Holder of a written request and wire instructions
at least five Business Days prior to the related Record Date, by wire transfer of immediately
available funds on the Business Day following the related Distribution Date and each subsequent
Distribution Date to the account of such Holder, if such Holder holds Securities having an initial
aggregate principal balance of at least $5,000,000. Notwithstanding the foregoing, the final
distribution in retirement of any Security will be made only upon presentation and surrender of
the certificate at the Corporate Trust Office.
V-4-36
Subject to the limitations set forth in the Trust Agreement, the Trust Agreement may be
amended for any purpose, without the consent of any Holder or Holders. However, the Trust
Agreement may not be amended without the consent of the affected Holders if the effect of such
amendment is to alter the timing or amount of any required distribution of principal or interest
(including distributions made pursuant to the Ginnie Mae Guaranty) to any Holder, or the right
of any Holder to institute suit for the enforcement of any such payment. Any such consent by
the Holder of this Security shall be conclusive and binding on such Holder and upon all future
holders of this Security and of any Security issued upon the transfer hereof or in exchange
herefor or in lieu hereof regardless of whether notation of such consent is made upon this
Security.
As provided in the Trust Agreement and subject to certain limitations therein set forth,
the Holder of this Security may register the transfer of this Security in the Register by
surrendering this Security at the Corporate Trust Office of the Trustee. The surrendered Security
must be duly endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Registrar duly executed by, the
Holder hereof or such Holder’s attorney duly authorized in writing. Upon such surrender, one or
more new Securities of like tenor of authorized denominations will be issued to the designated
transferee or transferees.
The Securities of this Class initially are issuable in the form specified on the cover hereto
and in denominations specified in the Trust Agreement. As provided in the Trust Agreement and
subject to certain limitations therein set forth (a) Beneficial Owners of Book-Entry Securities
may request Certificated Securities for a fee of $25,000 per physical certificate, (b) Holders of
Certificated Securities may, upon request, surrender their Certificated Securities and become the
Beneficial Owner of a Book-Entry Security of like tenor and denomination and (c) all Securities
are exchangeable for new Securities of like tenor of authorized denominations, as requested by
the Holder surrendering the same. There will be a service charge for any such registration of
transfer or exchange, and the Trustee may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith.
The obligations created by the Trust Agreement and the Trust shall terminate upon the
payment to Holders of all amounts held by or on behalf of the Trustee and required to be paid to
them pursuant to the Trust Agreement. This Certificate is subject to redemption as provided in
the Trust Agreement on any applicable Redemption Date. The Trust Agreement permits, but
does not require, the Trustee to purchase all assets held by the Trust, at a price determined as
provided in the Trust Agreement, when the aggregate of the Class Principal Balances of the
Securities is less than 1% of the aggregate of the Original Class Principal Balances of the
Securities. Any exercise by the Trustee of such option would effect early retirement of the
Securities.
Unless the certificate of authentication herein has been executed by the Trustee, by
manual signature, this Security shall not represent entitlement to any benefit under the Trust
Agreement or be valid for any purpose.
V-4-37
IN WITNESS WHEREOF, the Trustee has caused this Security to be duly executed
under its official seal.
[TRUSTEE], AS TRUSTEE
By:
AUTHORIZED SIGNATORY
Attest:
AUTHORIZED SIGNATORY
Dated:
CERTIFICATE OF AUTHENTICATION
This is one of the Class A[ ] Callable Class Securities referred to in the within-mentioned Trust
Agreement.
, AS TRUSTEE
By:
AUTHORIZED SIGNATORY
V-4-38
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including postal zip code of assignee.)
the beneficial interest evidenced by the within Security and hereby authorizes the transfer of
registration of such interest to the above named assignee on the Register of the Trust.
I (We) further direct the Trustee to issue a new Security of like denomination or
Percentage Interest and like tenor, to the above named assignee and to deliver such Security to
the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
V-4-39
DISTRIBUTION INSTRUCTIONS
The assignee should complete the following for purposes of future distributions:
Distributions shall be made by wire transfer or otherwise in immediately available funds, if
permitted hereunder, to
for the account of
account number
or, if mailed by check, to
Applicable statements should be mailed to
This information is provided by
the assignee named above, or
as its agent.
V-4-40
Exhibit 2
FORM OF CALL CLASS SECURITY
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
GUARANTEED CALLABLE PASS-THROUGH SECURITY
GINNIE MAE CALLABLE TRUST 20__-C___ (THE “TRUST”)
CLASS B[ ]
THE GOVERNMENT NATIONAL MORTGAGE ASSOCIATION, PURSUANT TO
SECTION 306(g) OF THE NATIONAL HOUSING ACT, GUARANTEES THE TIMELY
PAYMENT OF PRINCIPAL AND INTEREST ON THIS SECURITY IN ACCORDANCE
WITH THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE
RELATED TRUST AGREEMENT. THE FULL FAITH AND CREDIT OF THE
UNITED STATES OF AMERICA IS PLEDGED TO THE PAYMENT OF ALL
AMOUNTS THAT MAY BE REQUIRED TO BE PAID UNDER THIS GUARANTY.
THE GOVERNMENT NATIONAL MORTGAGE ASSOCIATION DOES NOT
GUARANTEE THE PAYMENT OF ANY PREMIUM INCLUDED IN ANY
REDEMPTION PRICE.
THIS SECURITY HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST
AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED IN THE
TRUST AGREEMENT. THIS SECURITY MAY NOT BE TRANSFERRED IN PART.
CLASS B[ ]:
CUSIP NO.:
CLOSING DATE:
PERCENTAGE INTEREST: 100%
INITIAL REDEMPTION DATE:
[FINAL REDEMPTION DATE:]
TRUSTEE:
SPONSOR:
NO. 1
V-4-41
This Security evidences an interest in the Trust, the assets of which consist primarily of the Trust
Assets.
THIS CERTIFIES THAT
_________________________
is the registered owner of the Percentage Interest evidenced by this Security (set forth above).
The Securities were issued by the Trust created pursuant to a trust agreement (the “Trust
Agreement”) between the Sponsor and the Trustee. The capitalized terms used and not defined
herein have the meanings set forth in the Trust Agreement and the Glossary in the Ginnie Mae
Multiclass Securities Guide in effect on the Closing Date. This Security is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement, to which the Holder of
this Security, by virtue of the acceptance hereof, assents and by which such Holder is bound.
No distributions shall be made on this Security, except for any distribution of the
proceeds due such Holder in a redemption and exchange transaction as set forth below upon
presentation and surrender of this Security.
The Holder of this Security shall have the right to direct the Trustee to redeem the related
Callable Class Securities, in whole but not in part, on [any Distribution Date on or after the
Initial Redemption Date and on or before the Final Redemption Date][the Distribution Date
coinciding with the Initial Redemption Date (which is also the Final Redemption Date)] [any
Distribution Date commencing with the Initial Redemption Date[; but in no event later than the
Final Redemption Date]]. The Trustee shall redeem the related Callable Class Securities only
upon the terms set forth in the Trust Agreement and upon payment of the [related] Redemption
Amount and Exchange Fee and surrender of this Security. The Holder of this Security may
effect a redemption and exchange by notifying the Trustee no later than 11:00 A.M. on the third
Business Day preceding the last calendar day of the month preceding the month of the proposed
redemption. Not later than the third Business Day preceding the last calendar day of the month
preceding the month of the proposed redemption the Holder of this Security must deposit with
the Trustee the Redemption Amount and Exchange Fee and surrender this Security as set forth in
the Trust Agreement. On the first Business Day of the month of redemption, the Trustee shall
deliver to the Holder hereof the related Trust Assets and cancel this Security. On the
Distribution Date in the month of redemption, the Trustee shall remit to the Holder of this
Security the aggregate amount required to be so remitted in accordance with the Trust
Agreement. In addition, the Holder of this Security has certain exchange rights as set forth in the
Trust Agreement.
Subject to the limitations set forth in the Trust Agreement, the Trust Agreement may be
amended for any purpose, without the consent of any Holder or Holders. However, the Trust
Agreement may not be amended without the consent of the affected Holders if the effect of such
amendment is to alter the timing or amount of any required distribution of principal or interest
(including distributions made pursuant to the Ginnie Mae Guaranty) to any Holder, or the right
of any Holder to institute suit for the enforcement of any such payment. Any such consent by
the Holder of this Security shall be conclusive and binding on such Holder and upon all future
holders of this Security and of any Security issued upon the transfer hereof or in exchange
V-4-42
herefor or in lieu hereof regardless of whether notation of such consent is made upon this
Security.
As provided in the Trust Agreement and subject to certain limitations therein set forth,
the Holder of this Security may register the transfer of this Security in the Register by
surrendering this Security at the Corporate Trust Office of the Trustee. The surrendered Security
must be duly endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Registrar duly executed by, the
Holder hereof or such Holder’s attorney duly authorized in writing. Upon such surrender, a new
Security of like tenor will be issued to the designated transferee or transferees.
Unless the certificate of authentication herein has been executed by the Trustee, by
manual signature, this Security shall not represent entitlement to any benefit under the Trust
Agreement or be valid for any purpose.
V-4-43
IN WITNESS WHEREOF, the Trustee has caused this Security to be duly executed
under its official seal.
[TRUSTEE], AS TRUSTEE
By:
AUTHORIZED SIGNATORY
Attest:
AUTHORIZED SIGNATORY
Dated:
CERTIFICATE OF AUTHENTICATION
This is the Class B[ ] Call Class Security referred to in the within-mentioned Trust Agreement.
, AS TRUSTEE
By:
AUTHORIZED SIGNATORY
V-4-44
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including postal zip code of assignee.)
the beneficial interest evidenced by the within Security and hereby authorizes the transfer of
registration of such interest to the above named assignee on the Register of the Trust.
I (We) further direct the Trustee to issue a new Security of like denomination or
Percentage Interest and like tenor, to the above named assignee and to deliver such Security to
the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
V-4-45
DISTRIBUTION INSTRUCTIONS
The assignee should complete the following for purposes of future distributions:
Distributions shall be made by wire transfer or otherwise in immediately available funds, if
permitted hereunder, to
for the account of
account number
or, if mailed by check, to
Applicable statements should be mailed to
This information is provided by
the assignee named above, or
as its agent.
V-4-46
Exhibit 3
FORM OF ECONOMIC REPRESENTATION LETTER OF SPONSOR
[NOTE TO SPONSOR AND TRUST COUNSEL: The following letter is required to be
executed and delivered by the Sponsor in connection with the issuance of Callable Securities.]
Government National Mortgage Association
Office of Capital Markets
425 3rd Street, S.W., 4th Floor
Washington, D.C. 20024
[Trust Counsel]
Re:
Ginnie Mae Callable Trust 20[ ]-C[ ]
Ladies and Gentlemen:
Ginnie Mae Callable Trust 20[ ]-C[ ] (the “Trust”) will consist of Callable
Class[es] [A] [A1] [and A2] and related Call Class[es] [B] [B1] [and B2, respectively], as
described in the disclosure document for the Trust (the “Offering Circular”). [This] [These]
pair[s][, each consisting of a Callable Class and a Call Class,] will [each] represent the entire
beneficial interest in a separate pool consisting of [either] [Trust MBS] [or] [[a] previously
issued Ginnie Mae certificate[s]] ([together,] the “Contributing Assets”), [in each case] with the
characteristics shown in [the Offering Circular] [or] [the disclosure document for Ginnie Mae
REMIC Trust 20[ ]-[ ] [, as applicable]]. [The] [Each] Call Class will have the terms shown in
the Offering Circular.
We are the Sponsor of the Trust. In connection therewith, we have made
determinations of the current market value of the Contributing Assets. Taking into account,
among other things, (i) the determination of the current market value of the Contributing Assets,
and (ii) the terms of the Call Class[es], we believe that there are various economically reasonable
circumstances under which the right of [the] [each] Call Class to call the [related] Contributing
Assets would not at any time be exercised.
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to them in the Trust Agreement, dated as of _____, 20__, by and between the Sponsor
and the Trustee.
V-4-47
We make this representation with the understanding that [INSERT TRUST
COUNSEL] will rely on it in rendering its opinion with respect to Ginnie Mae Callable Trust 20[
]-C[ ].
Very truly yours,
[SPONSOR]
By:
Its:
By:
Its:
V-4-48
FORM OF SPONSOR AGREEMENT FOR CALLABLE TRUSTS
SPONSOR AGREEMENT
GINNIE MAE CALLABLE TRUST 20__-__
20 THIS SPONSOR AGREEMENT is entered into as of ___________ __, 20_, by and
between the GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (“Ginnie Mae”) and
___________, a(n) ___________
_______ [corporation] [limited liability company] [limited partnership]
(the “Sponsor”) in connection with the issuance by Ginnie Mae Callable Trust 20__-_C_ of
approximately $_______
_ aggregate principal amount of Securities.
$__________
SECTION 1.
Standard Sponsor Provisions.
The parties acknowledge and agree that the terms of the Standard Sponsor Provisions for
Callable Trusts, as set forth in the Ginnie Mae Multiclass Securities Guide, ____ 1, 20__ Edition
[, as amended through __________, 20___], are herein incorporated by reference and constitute
part of this Sponsor Agreement as if set forth herein in full.
SECTION 2.
Dates.
The Pool Information Date shall be __________ __, 20__; the Pool Wire Date shall be
___________
______ __, 20__; and the Closing Date shall be ____________ __, 20__. These dates may
not be changed without the written approval of Ginnie Mae.
SECTION 3.
Fees.
Based upon the information regarding the Securities set forth in the Offering Circular, the
Ginnie Mae Guaranty Fee will be $____________ but [will] [may] ∗ increase if the size of the
transaction increases. [Note to Trust Counsel: The Ginnie Mae Guaranty Fee shall be the greater
of (x) the sum of 0.02% of the first $200,000,000 of Original Class Principal Balance of the related
Callable Class (or Classes) and 0.01% of any additional amounts; and (y) $40,000.] **
SECTION 4.
Sponsor:
Notices.
_________________________________
_________________________________
_________________________________
_________________________________
Attention: ________________________
Telephone: _______________________
Telecopy: ________________________
∗ Note to Trust Counsel: “may” should be used only if the Guaranty Fee is calculated using clause (y) and the
Original Class Principal Balance is unlikely to increase by an amount that would result in an increase in the Guaranty
Fee above $40,000.
** The Ginnie Mae Guaranty Fee is subject to change by Ginnie Mae.
V-5-1
Trust Counsel:
_________________________________
_________________________________
_________________________________
_________________________________
Attention: ________________________
Telephone: _______________________
Telecopy: ________________________
Accountants:
_________________________________
_________________________________
_________________________________
_________________________________
Attention: ________________________
Telephone: _______________________
Telecopy: ________________________
Trustee:
_________________________________
_________________________________
_________________________________
_________________________________
Attention: ________________________
Telephone: _______________________
Telecopy: ________________________
Trustee’s Counsel:
_________________________________
_________________________________
_________________________________
_________________________________
Attention: ________________________
Telephone: _______________________
Telecopy: ________________________
SECTION 5.
Modifications to Standard Sponsor Provisions.
The following modifications of the Standard Trust Provisions shall apply to the Securities:
[None.]
V-5-2
IN WITNESS WHEREOF, the parties have caused this Sponsor Agreement to be
executed and delivered by their duly authorized representatives as of the day and year first above
written.
GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION
By:___________________________________
By:
Its:___________________________________
Its:
[SPONSOR], as Sponsor
By:
By:___________________________________
Its:
Its:___________________________________
V-5-3
______________________________________________________________________________
STANDARD SPONSOR PROVISIONS
FOR CALLABLE TRUSTS
______________________________
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
GUARANTEED CALLABLE PASS-THROUGH SECURITIES
____________
July 1, 2023 Edition
______________________________________________________________________________
V-6-1
STANDARD SPONSOR PROVISIONS FOR CALLABLE TRUSTS
THESE STANDARD SPONSOR PROVISIONS FOR CALLABLE TRUSTS are to be
incorporated by reference in each Sponsor Agreement entered into by and between the
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION and a Sponsor in connection with
each Callable Series of Ginnie Mae’s Guaranteed Callable Pass-Through Securities.
SECTION 1.
Definitions. Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to them in the Glossary contained in the Ginnie Mae Multiclass
Securities Guide in effect as of the date of the related Sponsor Agreement.
eCommerce Laws: ESIGN, UETA, any applicable state or local equivalent or similar laws
and regulations, and any rules, regulations and guidelines promulgated under any of the foregoing.
ESIGN: The Electronic Signature In Global and National Commerce Act, Pub. L. No. 106229, 114 Stat. 464 (codified at 15 U.S.C. §§ 7001-31), as the same may be supplemented, amended,
recodified or replaced from time to time.
UETA: The Uniform Electronic Transactions Act, as adopted in the relevant jurisdiction,
and as may be supplemented, modified or replaced from time to time.
Trust: With respect to a Callable Series, a Ginnie Mae Callable Trust.
Trust Assets: As to any Trust, any Ginnie Mae Platinum Securities, Ginnie Mae MBS
Certificates or Permitted Underlying Certificates conveyed thereto by, or on behalf of, the Sponsor
on the Closing Date.
Trust Agreement: With respect to a Callable Series, the Callable Trust Agreement relating
to the Trust.
SECTION 2.
Commitment to Sell and Purchase. Subject to satisfaction of the
conditions to Sponsor’s obligations set forth in these Standard Sponsor Provisions, on the Closing
Date the Sponsor will establish a Trust by executing a Trust Agreement in form and substance
substantially similar to the form included in the Ginnie Mae Multiclass Securities Guide, with only
such changes as are necessary to reflect the Securities Structure or as are approved by Ginnie Mae.
Pursuant to the Trust Agreement, the Sponsor (or its Participating Affiliates) will transfer all of
Sponsor’s and the Participating Affiliates’ interest in identified Trust Assets to the Trust in
consideration of specified Securities, representing undivided beneficial ownership interests in the
Trust.
SECTION 3.
Commitment to Issue Ginnie Mae Guaranty. Subject to satisfaction of
the conditions to Ginnie Mae’s obligations set forth in the Sponsor Agreement, including these
Standard Sponsor Provisions, Ginnie Mae will guarantee the timely payment of principal of and
interest on each Security (in accordance with its terms) issued by the Trust pursuant to the Trust
Agreement and in the case of a Call Class Security issued pursuant to a Trust Agreement, all
amounts, if any, due thereon on the related Redemption Date, representing principal and interest
as described in the related Offering Circular and Trust Agreement. To effect the Ginnie Mae
Guaranty, on the Closing Date, Ginnie Mae will execute a Guaranty Agreement which will
V-6-2
authorize the Trustee to issue the related Callable Series of Securities entitled to the benefits of the
Ginnie Mae Guaranty. Each Book-Entry Security issued by the Trustee pursuant to the authority
of the Ginnie Mae Guaranty shall be entitled to the benefits of the Ginnie Mae Guaranty and shall
be valid and obligatory for all purposes. In the case of Certificated Securities, the Guaranty
Agreement will authorize the Trustee to authenticate and deliver certificates representing the
Securities, which will contain the Ginnie Mae Guaranty. Only those Certificated Securities that
bear a certificate of authentication, in the form set forth in the Trust Agreement, manually executed
by the Trustee, shall be entitled to the benefits of the Ginnie Mae Guaranty or be valid or obligatory
for any purpose. The certificate of authentication of the Trustee, when manually executed by the
Trustee, shall be conclusive evidence that the Certificated Security has been duly authenticated
and delivered and that the Holder of that Security is entitled to the benefits of the Ginnie Mae
Guaranty. Ginnie Mae will have no obligation to issue the Ginnie Mae Guaranty except upon full
satisfaction of all conditions to closing. The obligations of Ginnie Mae on any Security or pursuant
to the related Guaranty Agreement will terminate upon the retirement of that Security pursuant to
the terms of the related Trust Agreement.
SECTION 4.
Representations and Warranties of the Sponsor. The Sponsor hereby
represents and warrants, as of the date of the Sponsor Agreement, as follows:
(a)
The Sponsor and its Participating Affiliates have acquired or by the Closing
Date will acquire the Trust Assets in the ordinary course of its business, in good faith, for
value and without notice of any claim against or claim to any of the Trust Assets on the
part of any person.
(b)
Neither the Sponsor nor its Participating Affiliates have any actual or
constructive knowledge or notice of any interest in the Trust Assets contrary to the interest
of the Trustee under the Trust Agreement.
(c)
The Sponsor and its Participating Affiliates, as applicable, have the full
power, authority and legal right to transfer and convey the Trust Assets to the Trustee and
have the full power, authority and legal right to execute and deliver the Sponsor
Agreement, to engage in the transactions contemplated therein and to fully perform and
observe the terms and conditions thereof.
(d)
The execution and delivery by the Sponsor of the Sponsor Agreement are
within the legal power of, and have been duly authorized by all necessary actions on the
part of, the Sponsor. Neither the execution and delivery of the Sponsor Agreement by the
Sponsor, nor the consummation by the Sponsor of the transactions contemplated in the
Sponsor Agreement, nor compliance by the Sponsor with the provisions thereof, will (i)
conflict with or result in a breach of, or constitute a default under, any of the provisions of
the certificate of incorporation or bylaws of, or any law, governmental rule or regulation,
or any judgment, decree or order binding on, the Sponsor, its Participating Affiliates or its
properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or
other instrument to which it or its Participating Affiliates are a party or by which they are
bound, or (ii) result in the creation or imposition of any lien, charge or encumbrance upon
any of its or its Participating Affiliates’ properties pursuant to the terms of any such
indenture, mortgage, deed of trust, contract or other instrument.
V-6-3
(e)
The Sponsor Agreement has been duly executed and delivered by the
Sponsor and constitutes a legal, valid and binding agreement of the Sponsor, enforceable
in accordance with its terms subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency or other similar laws affecting creditors’ rights and
to general principles of equity.
(f)
No consent, approval, authorization or order of or registration or filing with,
or notice to, any governmental authority or court is required for the execution, delivery and
performance of, or compliance by the Sponsor with, the Sponsor Agreement or the
consummation by the Sponsor of any other transaction contemplated thereby.
(g)
No certificate of an officer of the Sponsor or Participating Affiliate,
statement furnished pursuant hereto in writing, or report delivered pursuant to the terms
hereof to Ginnie Mae, any Affiliate or designee of Ginnie Mae, or the Trustee by the
Sponsor contains any untrue statement of a material fact, or omits a material fact necessary
to make the certificate, statement, or report not misleading in light of the circumstances
under which such certificate, statement or report is given.
(h)
Neither the Sponsor nor any of its Participating Affiliates has dealt with any
broker, investment banker, or agent or other person that may be entitled to any commission
or compensation in connection with the sale of Trust Assets to the Trust, or any such
commission or compensation has been paid in full.
(i)
There is no litigation pending or, to the Sponsor’s knowledge, threatened
against the Sponsor or any of its Participating Affiliates that could reasonably be expected
to affect adversely the transfer of the Trust Assets, the issuance of the Securities or the
execution, delivery, performance or enforceability of the Sponsor Agreement, including
the Sponsor’s performance under any indemnification provisions.
(j)
At the time of the issuance of the Securities, the Trust Assets will be assets
of the Trust and not assets of the Sponsor or any other person.
(k)
Immediately prior to the transfer of Trust Assets to the Trust, the Sponsor
or its Participating Affiliates will be the sole owners of, and will have good and marketable
title to, the Trust Assets, subject to no prior lien, mortgage, security interest, pledge, charge
or other encumbrance or any such encumbrance will be discharged, and on the Closing
Date, all right, title and interest in the Trust Assets shall be transferred to the Trust and the
Trust Assets shall be duly and validly delivered to the Trust, together with any other
documents or certificates required by the Sponsor Agreement. Following the transfer of
Trust Assets to the Trust, the Trust will own such Trust Assets, free and clear of any lien,
mortgage, security interest, pledge, charge or other encumbrance.
(l)
The transfer, assignment and conveyance of the Trust Assets by the Sponsor
and its Participating Affiliates pursuant to the Sponsor Agreement are not subject to bulk
transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.
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(m) The Trust Assets are of the type and with the payment characteristics
identified in the Offering Circular.
(n)
The Trust Assets consist of Ginnie Mae Platinum Certificates, Ginnie Mae
MBS Certificates or Permitted Underlying Certificates.
(o)
The consideration received by each of the Sponsor and any of its
Participating Affiliates upon the transfer of the Trust Assets under the Trust Agreement
constitutes fair consideration and reasonably equivalent value for the Trust Assets
transferred by it.
(p)
The Sponsor is solvent, and the transfer of the Trust Assets will not cause
the Sponsor or any of its Participating Affiliates to become insolvent; the transfer of the
Trust Assets is not undertaken with the intent to hinder, delay or defraud any of the
creditors of the Sponsor or its Participating Affiliates.
(q)
The Sponsor relinquishes and will cause its Participating Affiliates to
relinquish all rights to possess, control and monitor the Trust Assets transferred to the Trust
except such rights as any may have as a Holder of the related Securities.
(r)
The description of the plan for distribution of the Securities contained under
the heading “Plan of Distribution” in the Offering Circular related to the Securities does
not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements contained therein, in light
of the circumstances under which they are made, not misleading.
(s)
The Sponsor has delivered to Ginnie Mae financial statements (including
the notes attached thereto) of the Sponsor for its two most recently completed fiscal years,
certified by independent certified public accountants. Such financial statements have been
prepared in accordance with generally accepted accounting principles consistently applied.
These financial statements fairly reflect the financial condition of the Sponsor and the
results of its operations as of the dates and for the periods presented. Since the dates of
such statements, no materially adverse changes in the financial condition, business or
operations of the Sponsor have occurred that could reasonably be expected to affect
adversely the transfer of the Trust Assets, the issuance of the Securities or the execution,
delivery, performance or enforceability of the Sponsor Agreement, including the Sponsor’s
performance under any indemnification provisions.
(t)
Structure.
The Offering Circular includes an accurate description of the Securities
(u)
Assuming the full and timely payment of principal and interest on the Trust
Assets (as those Trust Assets are identified in the Offering Circular), payments on those
assumed Trust Assets in all possible prepayment scenarios will be adequate to make full
and timely payments of principal and interest on the Callable Class Securities in accordance
with the terms of the Securities as described in the Offering Circular and will pay in full
each Callable Class Securities by its Final Distribution Date regardless of the rate of
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prepayment of the Mortgage Loans ultimately underlying those assumed Trust Assets or
level of any index upon which the Interest Rate of any Class may be based.
(v)
Assuming the full and timely payment of principal and interest on the Trust
Assets, payments on the Trust Assets in all possible prepayment scenarios will be adequate
to make full and timely payments of principal and interest on the Callable Class Securities
in accordance with the terms of the Trust Agreement and will pay in full each Class of
Callable Class Securities by its Final Distribution Date regardless of the rate of prepayment
of the Mortgage Loans ultimately underlying the Trust Assets or level of any index upon
which the Interest Rate of any Class may be based.
(w)
The Sponsor has obtained CUSIP Numbers for each Class of Securities.
(x)
The Sponsor has been duly incorporated, organized or formed, as
applicable, and is validly existing as a corporation, limited liability company or limited
partnership, as applicable, in good standing under the laws of the jurisdiction of its
incorporation, organization or formation, as applicable.
(y)
If the Sponsor executes the Sponsor Agreement via electronic signature, (i)
the Sponsor’s creation and maintenance of the Sponsor’s electronic signature to the
Sponsor Agreement and the Sponsor’s storage of its copy of the fully executed Sponsor
Agreement will be in compliance with applicable eCommerce Laws to ensure admissibility
of such electronic signature and related electronic records in a legal proceeding, (ii) the
Sponsor has controls in place to ensure compliance with applicable eCommerce Laws,
including, without limitation, §201 of ESIGN and §16 of UETA, regarding the Sponsor’s
electronic signature to the Sponsor Agreement, and the records, including electronic
records, retained by the Sponsor will be stored to prevent unauthorized access to or
unauthorized alteration of the electronic signature and associated records, and (iii) the
Sponsor has controls and systems in place to provide necessary information, including, but
not limited to, the Sponsor’s business practices and methods, for record keeping and audit
trails, including audit trails regarding Sponsor’s electronic signature to the Sponsor
Agreement and associated records.
SECTION 5.
Covenants of the Sponsor. Subject to the conditions set forth in Section
8, the Sponsor hereby covenants and agrees as follows:
(a)
The Sponsor shall create, no later than the Pool Information Date, the Final
Data Statement, a final version of which will be attached to the Trust Agreement.
(b)
The Sponsor shall provide, in substantially the form attached as Exhibit 2,
a list showing the Weighted Average Lives (based on the Trust Assets transferred to the
Trust) for all Callable Class Securities at each prepayment speed (other than 0% PSA or
CPR) shown in the Weighted Average Lives tables in the Terms Sheet to the Offering
Circular and comparing such Weighted Average Lives to those shown in the Offering
Circular, showing both the differences and the percentage differences at each speed. For
this purpose, the Weighted Average Lives and the percentage differences should be
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rounded to the nearest two decimal places. Weighted Average Lives shall be calculated
based on the attributes of the Ginnie Mae Certificates underlying the Trust Assets.
(c)
On the Pool Wire Date, the Sponsor shall transfer (or cause to be
transferred) the Trust Assets to the Trustee Limited Purpose Account, where they will be
held on behalf of the Sponsor and its Participating Affiliates, as applicable, until closing.
The Sponsor and its Participating Affiliates, as applicable, shall release the Trust Assets to
the Trustee on the Closing Date.
(d)
On the Closing Date, the Sponsor shall transfer to a special purpose account
of the Trustee sufficient funds to pay the Ginnie Mae Guaranty Fee and the fees and
expenses of any Participant who is to be paid from the proceeds of the transaction.
(e)
The Sponsor shall use its best efforts to satisfy each of the conditions to
Ginnie Mae’s obligations under the Sponsor Agreement.
(f)
The Sponsor shall provide or cause to be provided or shall make available
in electronic form a copy of the Offering Circular to each and every Person who purchases
or otherwise acquires a Security from the Sponsor (including any underwriter of the
Securities) prior to or simultaneously with the confirmation of sale of such Security to such
Person and shall comply with the guidelines issued from time to time by The Securities
Industry and Financial Markets Association relating to the distribution by “Government
Sponsored Enterprises” of offering materials related to securities exempt from registration
under the Securities Act of 1933 (the “GSE Guidelines”) and shall comply with any
applicable federal or state laws relating to the distribution, offer or sale of any Security. In
connection with its compliance with the GSE Guidelines, the Sponsor shall amend its
master agreement with each of its dealers in a letter substantially in the form attached as
Exhibit 1.
(g)
No Call Class Security shall be offered, sold or otherwise transferred by the
Sponsor (or any other underwriter of any such Call Class Security) to any investor, unless
such investor is an institutional “accredited investor,” as defined in Rule 501(a)(1), (2), (3)
or (7) of Regulation D of the Securities Act of 1933, as amended (an “Institutional
Accredited Investor”), that has substantial experience in mortgage-backed securities and is
capable of understanding and is able to bear the risks associated with an investment in a
Call Class Security. In addition, the Sponsor shall inform all other broker/dealers to whom
it has agreed to sell a Call Class Security at the Closing Date that such Call Class Security
is not intended to be distributed to any investor other than an Institutional Accredited
Investor.
(h)
The information concerning the Trust Assets to be included in the Final
Data Statement, including, but not by way of limitation, the outstanding principal balance
of each Trust Asset as of the Closing Date and the Certificate Rate of each Trust Asset,
will be true and correct in all material respects as of the Closing Date.
(i)
The Sponsor shall transfer or cause to be transferred to the Trust, Trust
Assets with the characteristics identified in the Offering Circular. The Weighted Average
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Lives of the Trust Assets shall be calculated based on the attributes of the Ginnie Mae
Certificates underlying such Trust Assets. If the characteristics of the Trust Assets
transferred to the Trust are such that there is a material change in the investment
characteristics of any Class (including without limitation the projected yields of a Class)
as described in the Offering Circular, if there is a 10% or greater change in the projected
Weighted Average Life of any Callable Class Security, or in the case of a short-duration
Callable Class Security (a Callable Class Security having a Weighted Average Life of two
years or less) if there is a difference of three or more months in the projected Weighted
Average Life, at the pricing prepayment speed, or in the case of any other material changes
to the disclosure in the Offering Circular, the Sponsor shall
(1)
deliver or cause to be delivered to Ginnie Mae and the
Financial Advisor, for posting on ginniemae.gov, a Supplemental
Statement, in substantially the form attached as Exhibit 3 and, if applicable,
with all numbers therein rounded to the nearest two decimal places, of the
Weighted Average Lives of the applicable Callable Class Security based
upon the Trust Assets actually included in the Trust to the Weighted
Average Lives for such Callable Class Securities at each of the prepayment
speeds (other than 0% PSA or CPR) included in the Weighted Average
Lives table in the Terms Sheet to the related Offering Circular,
(2)
deliver or cause to be delivered to the Financial Advisor
promptly after the closing an electronic file of the Supplemental Statement
described in Section 5(i)(1) hereof, and
(3)
notify each person with whom the Sponsor has entered into
an agreement for the purchase of any Securities of any applicable Class (a
“Purchaser”) of the variance and confirm to Ginnie Mae, in a letter
substantially in the form attached as Exhibit 4, that either (A) the
Purchaser’s decision to purchase the Securities of an applicable Class was
not affected by the variance or (B) the terms of the sale to the Purchaser
were revised to the Purchaser’s satisfaction.
(j)
In connection with any sale of a Security to a customer, the Sponsor shall
have reasonable grounds for believing that the proposed investment is suitable, in
accordance with the NASD Conduct Rules, for such customer.
(k)
The Sponsor shall deliver a list showing the initial offering price to the
public at which the first substantial amount of Securities of each Class will have been sold,
assuming that preliminary indications of interest are confirmed upon delivery of the
Offering Circular and that such sales are consummated, or an estimate of the sales price to
Trust Counsel and the Tax Administrator on or before the Closing Date. Within ten
Business Days after the Closing Date, the Sponsor shall provide the Tax Administrator
with any additional information concerning the Securities that the Tax Administrator
reasonably may require.
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(l)
The Sponsor shall deliver or cause to be delivered to the Information Agent,
no later than the Pool Information Date, information regarding any Permitted Underlying
Certificates that are held in the Trust as the Information Agent may reasonably require.
With respect to any Underlying Certificate with an Issue Date prior to the Closing Date,
the Sponsor shall deliver or cause to be delivered to the Information Agent, no later than
the Pool Information Date, one copy of the related Underlying Certificate Disclosure
Document.
(m) To the extent that the Trustee’s Receipt and Safekeeping Agreement refers
to an Intermediary Bank, the Sponsor acknowledges the agreements of the Sponsor set
forth in the Trustee’s Receipt and Safekeeping Agreement relating to the issuance of the
Securities and agrees to be bound thereby to the same extent as though such agreements
were set forth in full in the Sponsor Agreement.
(n)
For the Sponsor’s next completed fiscal year and each completed fiscal year
thereafter for so long as the Sponsor Agreement remains in effect, the Sponsor will deliver
to Ginnie Mae, annually, as requested by Ginnie Mae, the Sponsor’s financial statements
(including the notes thereto), certified by independent certified public accountants and
prepared in accordance with generally accepted accounting principles consistently applied,
together with a representation that such financial statements fairly reflect the financial
condition of the Sponsor and the results of its operations as of the dates and for the periods
presented. In the event such financial statements reflect that the Sponsor has less than the
minimum required amount, as set forth in the Guide, in shareholders’ equity or partners’
capital, the Sponsor will cause, within 90 calendar days of delivering financial statements
to Ginnie Mae, all of its rights and obligations under the Sponsor Agreement to be assigned
to, and assumed by, another approved Sponsor under the Ginnie Mae Multiclass Securities
Program with at least the minimum required amount, as set forth in the Guide, in
shareholders’ equity or partners’ capital and who otherwise meets the eligibility
requirements then in effect to become a Sponsor under the Ginnie Mae Multiclass
Securities Program. Such assignment and assumption will be in a form acceptable to
Ginnie Mae.
(o)
If the Sponsor executes the Sponsor Agreement via electronic signature, the
Sponsor will produce, upon request by Ginnie Mae, such affidavits, certifications, records
and information regarding the creation or maintenance of the Sponsor’s electronic
signature to the Sponsor Agreement to ensure admissibility of such electronic signature
and related electronic records in a legal proceeding.
SECTION 6.
Representations and Warranties of Ginnie Mae. Ginnie Mae hereby
represents and warrants to the Sponsor as follows:
(a)
Ginnie Mae is a wholly-owned corporate instrumentality of the United
States within the Department of Housing and Urban Development.
(b)
Pursuant to Section 308 of the National Housing Act, 12 U.S.C. § 1723, the
Secretary of HUD has adopted the bylaws of Ginnie Mae. The bylaws provide that the
President, each Vice President and each Assistant Vice President of Ginnie Mae are
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severally expressly empowered in the name of Ginnie Mae to sign all contracts and other
documents, instruments, and writings that are required to be executed by Ginnie Mae in
the conduct of its business and affairs.
(c)
Ginnie Mae has the power and authority to make, execute, deliver and
perform the Sponsor Agreement and all the transactions contemplated hereby, including,
but not limited to, the authority to guarantee the timely payment of principal and interest
on the Securities in accordance with the Sponsor Agreement. Ginnie Mae has taken all
necessary action to authorize its execution, delivery and performance of the Sponsor
Agreement. The Sponsor Agreement constitutes the legal, valid and binding obligation of
Ginnie Mae enforceable in accordance with its terms.
(d)
The Ginnie Mae Multiclass Securities Guide contains an opinion of the
General Counsel to HUD to the effect that Ginnie Mae has the authority to guarantee
multiclass securities and that such guaranties will represent general obligations of the
United States backed by the full faith and credit of the United States. The Sponsor, the
Trustee, the Trust, the Trust Counsel, the Legal Advisor and Holders of the Securities are
entitled to rely on that opinion.
(e)
The execution, delivery and performance of the Sponsor Agreement by
Ginnie Mae do not violate any provision of any existing federal law, regulation or executive
order applicable to Ginnie Mae or any order or decree of any court, or any mortgage,
indenture, contract or other agreement to which Ginnie Mae is a party or by which it or any
significant portion of its properties is bound.
(f)
All payment obligations of Ginnie Mae under the Sponsor Agreement,
including specifically the Ginnie Mae Guaranty, are obligations of the United States backed
by the full faith and credit of the United States.
SECTION 7.
Conditions to Obligation of Ginnie Mae. The obligation of Ginnie Mae
hereunder to guarantee the Securities is subject to the following conditions:
(a)
All of the representations and warranties of the Sponsor under the Sponsor
Agreement shall be accurate as of the Closing Date, and the Sponsor shall have complied
with all of its covenants and obligations under the Sponsor Agreement as of the Closing
Date.
(b)
Ginnie Mae, its Legal Advisor or another authorized agent shall have
received the following documents (collectively, the “Closing Documents”) in such forms
as are agreed upon and acceptable to Ginnie Mae, duly executed and delivered by all
signatories thereto:
(1)
The Trust Agreement, substantially in the form included in
the Ginnie Mae Multiclass Guide, with only such changes to the form as
have been approved by Ginnie Mae.
(2)
Ginnie Mae.
An Offering Circular, in form and substance acceptable to
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(3)
Applicable opinions of Trust Counsel, and, if applicable, an
opinion of the Sponsor, substantially in the form included in the Ginnie Mae
Multiclass Guide, with only such changes as have been approved by Ginnie
Mae and the Sponsor.
(4)
An opinion of counsel to the Trustee, substantially in the
form included in the Ginnie Mae Multiclass Guide, with only such changes
as have been approved by Ginnie Mae and the Sponsor.
(5)
A letter from the Accountants, dated the date of the Offering
Circular, confirming the accuracy of the numerical information related to
the Trust Assets and the numerical information related to the Securities
contained in the Offering Circular, substantially in the form included in Part
V of the Ginnie Mae Multiclass Guide and otherwise in form and substance
satisfactory to Ginnie Mae and the Sponsor.
(6)
A letter from the Accountants, dated the Closing Date, (i)
confirming the information in the list delivered by the Sponsor pursuant to
paragraph (b) of Section 5 hereof and (ii) confirming the numerical
information in the Final Data Statement, substantially in the form included
in Part V of the Ginnie Mae Multiclass Guide and otherwise in form and
substance satisfactory to Ginnie Mae and the Sponsor.
(7)
A certificate from the Trustee, substantially in one of the
forms of the Trustee’s Receipt and Safekeeping Agreement for Callable
Trusts included in Part V of the Ginnie Mae Multiclass Guide,
acknowledging acceptance of the Trust Assets on behalf of the Trust.
(8)
Written instructions, in the form of the Closing Flow of
Funds Letter in Part V of the Ginnie Mae Multiclass Guide, from the
Sponsor to the Trustee regarding amounts to be remitted to Ginnie Mae in
payment of the Ginnie Mae Guaranty Fee and amounts to be remitted in
payment of fees to the Financial Advisor and any Participant who is to be
paid from the proceeds of the transaction.
(c)
The transaction and transaction documents shall be in form and substance
reasonably acceptable to the Legal Advisor and the Financial Advisor, and Ginnie Mae
shall have received written advice to that effect.
(d)
There shall be no pending or threatened action, suit or proceeding before
any court or governmental agency, authority or body involving the Sponsor, the Trust,
Ginnie Mae or any other party to the transactions contemplated hereby, adversely affecting
any such transaction, or challenging the validity of or seeking to enjoin such transaction.
(e)
Ginnie Mae shall have received the Ginnie Mae Guaranty Fee and any
Participant who is to be paid from the proceeds of the transaction shall have been paid.
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(f)
The Sponsor shall have executed a certification and agreement relating to
the absence of fraud on the part of the Sponsor as requested by Ginnie Mae.
(g)
Following the execution of the Sponsor Agreement, (i) nothing shall have
occurred or first come to Ginnie Mae’s knowledge that has caused Ginnie Mae, in its sole
discretion, to determine that completion of the transaction would jeopardize the integrity
of, or otherwise materially and adversely affect, the Ginnie Mae Multiclass Securities
Program and (ii) no Participant shall have been suspended from participation in the Ginnie
Mae Multiclass Securities Program.
(h)
fulfilled.
All other terms and conditions of the Sponsor Agreement shall have been
SECTION 8.
Conditions to Obligation of Sponsor. The obligation of the Sponsor to
perform its obligations under the Sponsor Agreement is subject to the following conditions:
(a)
Receipt by the Sponsor of the Guaranty Agreement, substantially in the
form included in the Ginnie Mae Multiclass Guide, duly executed by Ginnie Mae.
(b)
Receipt of the Closing Documents listed in paragraph (b) of Section 7, duly
executed by the parties thereto.
(c)
The satisfaction of all rule-making and notice requirements related to the
transactions contemplated hereunder that are required to be completed prior to the Closing
Date.
(d)
There shall be no pending or threatened action, suit or proceeding before
any court or governmental agency, authority or body involving the Sponsor, the Trust,
Ginnie Mae or any other party to the transactions contemplated hereby, adversely affecting
any such transaction, or challenging the validity of or seeking to enjoin such transaction.
(e)
All of the representations and warranties of Ginnie Mae under the Sponsor
Agreement shall be accurate as of the Closing Date.
SECTION 9.
Fees and Deposits.
(a)
On the Closing Date, after receiving confirmation from the Accountants and
the Legal Advisor, Trust Counsel will notify the Trustee that the transaction may close.
The Sponsor shall cause funds for payment of the Ginnie Mae Guaranty Fee to be made
available in accordance with the Closing Flow of Funds Instruction Letter such that, upon
notification by Trust Counsel that the transaction may close and the Trustee’s wiring of the
Security identified in the Closing Flow of Funds Instruction Letter, the Ginnie Mae
Guaranty Fee will be released to the Trustee and submitted to Ginnie Mae via pay.gov.
(b)
The Sponsor shall pay (i) the fees and expenses of the Trust Counsel and
the Accountants and (ii) the expense of printing the Offering Circular for the transaction,
and neither Ginnie Mae nor the Trustee shall have any responsibility for paying any such
fee or expense.
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SECTION 10.
Indemnification.
(a)
In the event that Ginnie Mae must make any payment pursuant to the Ginnie
Mae Guaranty as a result of the Sponsor’s breach of any of its representations, warranties,
covenants or obligations set forth herein or in the Trust Agreement, the Sponsor shall
promptly reimburse Ginnie Mae for any payments made, together with interest thereon for
the period from the date of such Ginnie Mae Guaranty payment through the date of
reimbursement at a rate equal to the rate of interest on three-month United States Treasury
securities as of the date of that Ginnie Mae Guaranty payment.
(b)
In the event that the Sponsor breaches its representations, warranties,
covenants or obligations set forth herein or in the Trust Agreement, the Sponsor shall
indemnify and hold harmless Ginnie Mae from and against any loss, damages, penalties,
fines, forfeiture, legal fees and related costs, judgments, and other costs and expenses
resulting from any claim, demand, defense or assertion based on or grounded upon, or
resulting from, such breach. Promptly after receipt by Ginnie Mae of notice of the
commencement of any such action, Ginnie Mae will, if a claim in respect thereof is to be
made against the Sponsor, notify the Sponsor in writing of the commencement thereof, but
the omission to so notify the Sponsor will not relieve the Sponsor from any liability
hereunder unless such omission materially prejudices the rights of the Sponsor. In case
any such action is brought against Ginnie Mae, and Ginnie Mae notifies the Sponsor of the
commencement thereof, the Sponsor will be entitled to participate therein, and to assume
the defense thereof, with counsel satisfactory to Ginnie Mae, and after notice from the
Sponsor to Ginnie Mae of its election so to assume the defense thereof, the Sponsor will
not be liable to Ginnie Mae under this Section for any legal or other expenses subsequently
incurred by Ginnie Mae in connection with the defense thereof other than reasonable costs
of investigation.
(c)
If an indemnification payment is made by the Sponsor to Ginnie Mae as the
result of a breach by the Sponsor of its representation made in paragraph (v) of Section 4,
Ginnie Mae will reimburse the Sponsor up to the amount of the payment and interest
thereon at the applicable Certificate Rate, as and only to the extent that Ginnie Mae is
entitled to distributions from the Trust as a result of a payment on the Ginnie Mae Guaranty
occasioned by the breach of the representation included in paragraph (v) of Section 4.
SECTION 11. Notices. All demands, notices, approvals and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally delivered to or mailed
by registered mail, postage prepaid, or transmitted by any standard form of written
telecommunications and confirmed by a similar mailed writing, as follows:
(a)
If to Ginnie Mae:
Government National Mortgage Association
Office of Capital Markets
425 3rd Street SW, 4th Floor
Washington, D.C. 20024
Attention: Senior Vice President, Capital Markets Division
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Telephone: (202) 475-8855
Facsimile: (202) 485-9585
With copies to:
Department of Housing and Urban Development
Office of General Counsel
451 7th Street, SW, Room 9250
Washington, D.C. 20410
Attention: Assistant General Counsel Ginnie Mae/Finance
Telephone: (202) 402-5196
Facsimile: (202) 708-1999
and the Legal Advisor as of the date of the demand, notice, approval
or communication.
(b)
If to the Sponsor or any other Participant, to the address indicated in the
Sponsor Agreement.
Any party may alter the address to which communications or copies are to be sent by giving
notice of such change of address in conformity with the provisions of this Section for the giving
of notice.
SECTION 12. Severability of Provisions. Any part, provision, representation or
warranty of the Sponsor Agreement that is prohibited or that is held to be void or unenforceable
shall be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining parts, provisions, representations or warranties hereof. Any part, provision,
representation or warranty of the Sponsor Agreement that is prohibited or unenforceable or is held
to be void or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining parts, provisions,
representations or warranties hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
To the extent permitted by applicable law, the parties hereto waive any provision of law that
prohibits or renders void or unenforceable any provision hereof.
SECTION 13. GOVERNING LAW. THE SPONSOR AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF GINNIE MAE AND THE SPONSOR UNDER THE
SPONSOR AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE UNITED STATES OF AMERICA.
INSOFAR AS THERE MAY BE NO APPLICABLE LAW OF THE UNITED STATES,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
REGARD TO CONFLICTS OF LAWS PRINCIPLES OTHER THAN SECTIONS 5-1401
AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) SHALL BE
DEEMED REFLECTIVE OF THE LAWS OF THE UNITED STATES OF AMERICA,
INSOFAR AS TO DO SO WOULD NOT FRUSTRATE THE PURPOSES OF ANY
PROVISION OF THE SPONSOR AGREEMENT OR THE TRANSACTIONS
GOVERNED THEREBY.
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SECTION 14. Survival. Each party agrees that its representations, warranties and
covenants herein, and in any certificate or other instrument delivered pursuant hereto, shall be
deemed to be relied upon by the other party, notwithstanding any investigation heretofore or
hereafter made by the other party or on the other party’s behalf, and that the representations,
warranties and covenants made herein or in any such certificate or other instrument shall survive
the Closing Date.
SECTION 15.
Miscellaneous.
(a)
The Sponsor Agreement may be executed in two or more counterparts, each
of which when so executed and delivered shall be an original, and all of which together
shall constitute one and the same instrument. The Sponsor Agreement shall inure to the
benefit of and be binding upon the parties thereto and their respective successors and
assigns.
(b)
Any person into which the Sponsor may be merged or consolidated or any
person resulting from a merger or consolidation involving the Sponsor or any person
succeeding to the business of the Sponsor shall be considered the successor of the Sponsor
under the Sponsor Agreement, without the further act or consent of either party. The
Sponsor Agreement cannot be assigned, pledged or hypothecated by any party without the
written consent of the other party to the Sponsor Agreement.
(c)
The Sponsor Agreement supersedes all prior agreements and
understandings relating to the subject matter thereof. Neither the Sponsor Agreement nor
any term thereof may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against whom enforcement of the change, waiver,
discharge or termination is sought. The headings in the Sponsor Agreement and these
Standard Sponsor Provisions are for purposes of reference only and shall not limit or
otherwise affect the meaning thereof.
(d)
Documents executed, scanned and transmitted electronically, and electronic
signatures, shall be deemed original signatures for purposes of the Sponsor Agreement and
all matters related thereto, with such scanned and electronic signatures having the same
legal effect as original signatures. The parties agree that the Sponsor Agreement, any
addendum thereto and the Guaranty Agreement may be accepted, executed or agreed to
through use of an electronic signature in accordance with applicable eCommerce Laws.
Any document accepted, executed or agreed to in conformity with such eCommerce Laws,
by one or both parties, will be binding on both parties the same as if it were physically
executed. The Sponsor consents to the use of any third party electronic signature capture
service providers and record storage providers as may be chosen by Ginnie Mae.
SECTION 16. Request for Opinion. The Sponsor hereby requests and authorizes the
Trust Counsel to issue such legal opinions to Ginnie Mae, the Trust, the Trustee, the Financial
Advisor or the Legal Advisor as may be required by any and all documents, certificates or
agreements executed in connection with the Sponsor Agreement.
V-6-15
Exhibit 1
[Sponsor’s Letterhead]
_________ __, 20__
[Dealer Name]
[Dealer Address]
Dear Dealer:
Our records show that your firm has previously executed a Master Agreement with us
concerning the distribution of securities issued by the Federal Home Loan Mortgage Corporation
(“Freddie Mac”) or the Federal National Mortgage Association (“Fannie Mae”). This Agreement
requires compliance with the guidelines on Delivery of Offering Materials relating to Securities of
Government-Sponsored Enterprises (“GSE Guidelines”).
[Name of Sponsor] recently has entered into agreements with the Government National
Mortgage Association (“Ginnie Mae”) to distribute securities guaranteed by Ginnie Mae. As a
result of certification requested in these agreements, we would like to amend our Master
Agreement with you to include “Ginnie Mae” in the definition of the term “issuer”.
This letter will serve as the required amendment. By your signature below, you agree to
comply with the GSE Guidelines with respect to securities guaranteed by Ginnie Mae. Please have
an authorized person sign both copies of this letter in the spaces indicated below and return one
letter to me in the enclosed envelope. Retain the other executed letter for your files.
Thank you for your prompt attention to this matter.
Sincerely,
___________________________________
(Sponsor Name)
By:________________________________
V-6-16
Seen and Agreed:
___________________________________
(Firm Name)
By:________________________________
(Authorized Signatory)
___________________________________
(Printed Name of Signatory)
___________________________________
(Title)
V-6-17
Exhibit 2
Classes
PRICING
WAL
____% [PSA][CPR]
CLOSING ABSOLUTE
WAL
DIFF
PERCENT
DIFF
PRICING
WAL
____% [PSA][CPR]
CLOSING ABSOLUTE
WAL
DIFF
PERCENT
DIFF
Classes
PRICING
WAL
____% [PSA][CPR]
CLOSING ABSOLUTE
WAL
DIFF
PERCENT
DIFF
PRICING
WAL
____% [PSA][CPR]
CLOSING ABSOLUTE
WAL
DIFF
PERCENT
DIFF
Classes
PRICING
WAL
____% [PSA][CPR]
CLOSING ABSOLUTE
WAL
DIFF
PERCENT
DIFF
PRICING
WAL
____% [PSA][CPR]
CLOSING ABSOLUTE
WAL
DIFF
PERCENT
DIFF
V-6-18
Exhibit 3
Government National Mortgage Association
Supplemental Statement
Guaranteed Callable Pass-Through Securities,
Ginnie Mae Callable Trust 20___-C__
Reference is made to the Offering Circular, dated _______ __, 20__, for the Ginnie Mae
Callable Trust 20__-_C_ (the “Offering Circular”). Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings assigned to them in the Offering
Circular.
[NOTE TO TRUST COUNSEL: THE INFORMATION BELOW IS FOR
SUPPLEMENTAL STATEMENTS REGARDING CERTAIN WAL VARIANCES.
SUPPLEMENTAL
STATEMENTS
ARE
REQUIRED
IF
THE
ACTUAL
CHARACTERISTICS OF THE TRUST ASSETS ARE SUCH THAT THERE IS A
MATERIAL CHANGE IN THE INVESTMENT CHARACTERISTICS OF ANY CLASS
AS DESCRIBED IN THE APPLICABLE OFFERING CIRCULAR OR IN THE CASE OF
ANY OTHER MATERIAL CHANGES TO THE DISCLOSURE IN THE OFFERING
CIRCULAR. IF YOUR SUPPLEMENTAL STATEMENT IS UNRELATED TO WAL
VARIANCES, YOU WILL NEED TO DRAFT DISCLOSURE BELOW RELATING TO
THE INVESTMENT CHARACTERISTICS THAT MATERIALLY CHANGED FROM
WHAT IS DESCRIBED IN THE RELATED OFFERING CIRCULAR.]
Special Disclosure — Weighted Average Lives
For the Class[es] listed below, the projected Weighted Average Lives, based on the actual
Trust Asset[s] delivered on the Closing Date (the “Closing WALs”), differ as shown from the
projected Weighted Average Lives of such Class[es] as set forth in the Offering Circular (the
“Pricing WALs”). The Class[es] listed below [are] [is] the only Class[es] [for which the Closing
WAL differs from the Pricing WAL by 10% or more] [and] [, or if] the Pricing WAL is two years
or less [,] [and] the Closing WAL differs from the Pricing WAL by three or more months] at the
pricing prepayment speed of ___%. All numbers have been rounded to the nearest tenth of a
decimal point.
___% [PSA] [CPR] PREPAYMENT ASSUMPTION
Class
Pricing
WAL
Closing
WAL
Difference
Percentage
Difference
%
%
V-6-19
___% [PSA] [CPR] PREPAYMENT ASSUMPTION
Class
Pricing
WAL
Closing
WAL
Difference
Percentage
Difference
%
%
___% [PSA] [CPR] PREPAYMENT ASSUMPTION
Class
Pricing
WAL
Closing
WAL
Difference
Percentage
Difference
%
%
___% [PSA] [CPR] PREPAYMENT ASSUMPTION
Class
Pricing
WAL
Closing
WAL
Difference
Percentage
Difference
%
%
___% [PSA] [CPR] PREPAYMENT ASSUMPTION
Class
Pricing
WAL
Closing
WAL
Difference
Percentage
Difference
%
%
___% [PSA] [CPR] PREPAYMENT ASSUMPTION
Class
Pricing
WAL
Closing
WAL
Difference
Percentage
Difference
%
%
Supplemental Statement dated _______ __, 20__
V-6-20
Exhibit 4
____________ __, 20__
Government National Mortgage Association
Office of Capital Markets
425 3rd Street SW, 4th Floor
Washington, D.C. 20024
Re:
Ginnie Mae Guaranteed Callable Pass-Through
Securities, Ginnie Mae Callable Trust 20 -C_
Ladies and Gentlemen:
We confirm that we have informed or will inform the purchasers from us of the Class __
[and Class __] Securities that, on the basis of the actual Trust Assets constituting the Trust at the
time of pool formation, the projected Weighted Average Lives of the Class __ [and Class __]
Securities at ____% [PSA] [CPR] would be _____ years rather than ____ years as set forth in the
Offering Circular dated _______________ __, 20__. 1 We also have informed or will inform such
purchasers that a Supplemental Statement comparing the projected Weighted Average Lives for
such Class[es] at all percentages of [PSA] [CPR] shown in the Offering Circular will be posted to
ginniemae.gov. Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to them in the Ginnie Mae Multiclass Securities Guide, ____ 1, 20__ Edition.
[The persons at each of the purchasers with whom we ordinarily negotiate trades have each
informed us that either (A) the purchaser’s decision to purchase the Class __ [and Class __]
Securities has not been affected by the projected Weighted Average Lives, based on the actual
Trust Assets, as set forth above or (B) the terms of the sale to the purchaser have been revised to
the purchaser’s satisfaction.] [NOTE TO TRUST COUNSEL: Use the following bracketed
language when the affected securities have not been sold.] [As of today, no part of the Class_ [and
Class __] Securities have been sold.] For the initial distribution period, if we buy or sell any of
the Class __ [or Class __] Securities, we will be responsible for disclosing to our customers the
applicable projected Weighted Average Life of such Class [or Classes], based on the actual Trust
Assets, as set forth above.
We acknowledge that you are agreeing to proceed with the closing of Ginnie Mae 20__-_
upon reliance upon the representations in this certificate.
[SPONSOR]
By: _____________________________________
[Title of Signatory]
1 NOTE TO TRUST COUNSEL: If the Supplemental Statement is unrelated to WAL variances, adjust the language
in this letter to refer to the investment characteristics that materially changed.
V-6-21
FORM OF GINNIE MAE CALLABLE SECURITIES GUARANTY AGREEMENT
GINNIE MAE CALLABLE 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 Guaranteed Callable Pass-Through Securities in accordance with their
respective terms as established by the Callable Trust Agreement, dated as of __________ __, 20__,
relating to Ginnie Mae Callable Trust 20__-C_ (the “Callable Trust Agreement”). Capitalized
terms used but not defined herein shall have the meanings assigned to them in the Callable Trust
Agreement.
Ginnie Mae hereby authorizes the Trustee under the Callable Trust Agreement to issue the
Series 20__-C_ Securities provided for issuance thereunder, each of which Securities shall be
entitled to the benefits of the guaranty set forth below, and, in the case of Certificated Securities,
to authenticate and deliver certificates representing such Securities, with the form of each such
certificate to include the following guaranty:
GUARANTY: THE GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION, PURSUANT TO SECTION 306(g) OF THE
NATIONAL HOUSING ACT, GUARANTEES THE TIMELY
PAYMENT OF PRINCIPAL AND INTEREST ON THIS
SECURITY IN ACCORDANCE WITH THE TERMS AND
CONDITIONS SET FORTH HEREIN AND IN THE CALLABLE
TRUST AGREEMENT. THE FULL FAITH AND CREDIT OF
THE UNITED STATES OF AMERICA IS PLEDGED TO THE
PAYMENT OF ALL AMOUNTS THAT MAY BE REQUIRED
TO BE PAID UNDER THIS GUARANTY. THE GOVERNMENT
NATIONAL MORTGAGE ASSOCIATION DOES NOT
GUARANTEE THE PAYMENT OF ANY PREMIUM
INCLUDED IN ANY REDEMPTION PRICE.
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[__]
V-7-1
[RESERVED]
V-8-0
FORM OF ACCOUNTANTS’ AGREED-UPON PROCEDURES
REPORT CONCERNING THE OFFERING CIRCULAR FOR CALLABLE
SECURITIES
[available upon request from Ginnie Mae’s Financial Advisor]
V-9-0
FORM OF TRUSTEE’S RECEIPT AND SAFEKEEPING AGREEMENT FOR
CALLABLE SECURITIES
TRUSTEE’S RECEIPT AND SAFEKEEPING AGREEMENT
____________ __, 20__ [to be dated Pool Wire Date]
Government National Mortgage Association
Office of Capital Markets
425 3rd Street SW, 4th Floor
Washington, D.C. 20024
[Sponsor’s Name] (the “Sponsor”)
[Sponsor’s Address]
Ginnie Mae Callable Trust 20[ ]-C[ ]
Ladies and Gentlemen:
___________________________, as trustee (the “Trustee”) under a trust agreement (the
“Trust Agreement”), dated as of _______________ __, 20__, between the Trustee and
______________ (the “Sponsor”), acknowledges receipt of the Trust Assets listed on Schedule A
attached to this letter (the “Trust Assets”). Capitalized terms not otherwise defined herein shall
have the meanings assigned to them in the glossary contained in the Ginnie Mae Multiclass
Securities Guide currently in effect.
The Trustee has received the Trust Assets through the facilities of the Federal Reserve
Bank of New York (the “Trust Asset Depository”), which has credited the Trust Assets to a limited
purpose account at the Trust Asset Depository.
The Trustee confirms that it is holding, and at all times prior to settlement on
_____________________ __, 20__ (the “Closing Date”) will hold, the Trust Assets in one or more
segregated accounts in the name of and solely for the benefit of [the Sponsor] [the Sponsor’s
Participating Affiliates]. The Trustee has made appropriate entries on its books and records to
show that it is so holding the Trust Assets, and the Trust Assets are not subject to any right, charge,
security interest, lien or claim of any kind in favor of the Trustee or any Person claiming through
it.
All of the Trust Assets [, with the exception of the Class[es] ___ [and ___] Securities to be
issued by Ginnie Mae REMIC Trust[s] _____ [and _____],] described in the attached list and
having an aggregate [current] face value of $________________, are held by the Trustee as the
[Sponsor’s] agent and subject to the [Sponsor’s] further instructions. In the event that there is no
settlement on the Closing Date, the Trustee will release the Trust Assets in accordance with the
instructions of the [Sponsor] [or its Participating Affiliates].
V-10-1
Upon settlement (if any) on the Closing Date, the Trustee will deliver in accordance with
the instructions of the Sponsor the securities representing the ownership interests in the Ginnie
Mae Callable Trust 20__-C_ , and the Trustee thereupon will hold the Trust Assets in the name of
and solely on behalf of the Ginnie Mae Callable Trust 20___-C__.
* * * * *
V-10-2
Unless otherwise instructed by the Sponsor, if any distributions on the Trust Assets are
received by the Trustee prior to settlement on the Closing Date, the Trustee will remit such
distributions to the Sponsor.
Very Truly Yours,
[TRUSTEE], as Trustee
By: _______________________________
Its: _______________________________
cc:
[Accountants’ Name]
Accountants’ Address]
V-10-3
[LIST OF TRUST ASSETS]
Schedule A
V-10-4
FORM OF TRUSTEE’S RECEIPT AND SAFEKEEPING AGREEMENT FOR
CALLABLE SECURITIES (FOR USE WITH REPO LENDER)
TRUSTEE’S RECEIPT AND SAFEKEEPING AGREEMENT
____________ __, 20__ [to be dated Pool Wire Date]
Government National Mortgage Association
Office of Capital Markets
425 3rd Street SW, 4th Floor
Washington, D.C. 20024
[Sponsor’s Name] (the “Sponsor”)
[Sponsor’s Address]
[Intermediary Bank (the “Intermediary Bank)
Intermediary Bank’s address]
Ginnie Mae Callable Trust 20[ ]-C[ ]
Ladies and Gentlemen:
___________________________, as Trustee (the “Trustee”) under a trust agreement to be
dated as of _______________ __, 20__, acknowledges receipt of the Trust Assets listed on
Schedule A attached to this letter (the “Trust Assets”). Capitalized terms not otherwise defined
herein shall have the meanings assigned to them in the glossary contained in the Ginnie Mae
Multiclass Securities Guide currently in effect.
The Trustee confirms that it is holding, and at all times prior to settlement on
_____________________ __, 20__ (the “Closing Date”) will hold, the Trust Assets in one or more
segregated accounts in the name of and solely for the benefit of the Intermediary Bank. The
Trustee has made appropriate entries on its books and records to show that it is so holding the
Trust Assets, and the Trust Assets are not subject to any right, charge, security interest, lien or
claim of any kind in favor of the Trustee or any Person claiming through the Trustee.
All of the Trust Assets described in the attached list[, with the exception of the Class[es]
[___] [and ___] Securities to be issued by Ginnie Mae REMIC Trust[s] _____ [and _____],] and
having an aggregate current face value of $________________, are held by the Trustee solely as
the Intermediary Bank’s agent and subject to the instructions described herein. In the event that
there is no settlement on the Closing Date, the Trustee will release the Trust Assets in accordance
with the instructions of the Intermediary Bank.
Upon settlement (if any) on the Closing Date, the Trustee will deliver in accordance with
the instructions of the Intermediary Bank, which delivery instructions may be standing instructions
(that the Sponsor irrevocably authorizes the Trustee to follow), the securities representing the
V-10-5
ownership interests in the Ginnie Mae Callable Trust 20__-C_ (the “Securities”) [that were not
conveyed to Ginnie Mae REMIC Trust 20__-__], and the Trustee thereupon will hold the Trust
Assets in the name of and solely on behalf of the Ginnie Mae Callable Trust 20___-C__.
On the Closing Date, concurrent with the settlement and delivery of the Securities to the
Intermediary Bank, the Trustee’s obligation to hold the Trust Assets on behalf of the Intermediary
Bank will automatically terminate.
If the Intermediary Bank fails to provide delivery instructions to the Trustee, the Trustee
shall continue to hold the Securities [that were not convenyed to Ginnie Mae REMIC Trust 20____] for the Intermediary Bank until its delivery instructions are received.
The Trustee shall have no liability to the Sponsor, the Intermediary Bank or any other entity
related to any transaction involving the Securities, provided that the Trustee has made at least one
attempt to deliver the Securities on the Closing Date in accordance with the instructions provided
to it by the Intermediary Bank.
The Sponsor agrees to indemnify and hold each of Ginnie Mae and the Trustee harmless
from and against any and all losses, claims, damages, liabilities and expenses arising out of or in
connection with the Trustee’s holding of the Trust Assets and its delivery of the Trust Assets in
accordance with the Intermediary Bank’s instructions.
* * * * *
Unless otherwise instructed by the Intermediary Bank, if any distributions on the Trust
Assets are received by the Trustee prior to settlement on the Closing Date, the Trustee will remit
such distributions to the Intermediary Bank.
Unless otherwise notified by the Sponsor or the Intermediary Bank after receipt of this
Trustee’s Receipt and Safekeeping Agreement (the “Trustee’s Receipt”) that the terms hereof are
unacceptable, the terms of this Trustee’s Receipt shall be deemed conclusively to be acceptable to
the Sponsor and the Intermediary Bank; provided, however, that in the event of any such
notification, no change shall be made hereto without the consent of Ginnie Mae and the
Intermediary Bank.
Very Truly Yours,
[TRUSTEE], as Trustee
By: _______________________________
Its: _______________________________
cc:
[Accountants’ Name]
Accountants’ Address]
V-10-6
[LIST OF TRUST ASSETS]
Schedule A
V-10-7
FORM OF ISSUANCE STATEMENT FOR CALLABLE SECURITIES
ISSUANCE
STATEMENT
[TRUSTEE]
[TRUSTEE’S ADDRESS]
Ginnie Mae Callable Trust 20[ ]-C[ ]
The Sponsor hereby instructs the Trustee, on behalf of the Ginnie Mae Callable Trust, to
authorize the issuance of the Securities identified in Schedule A (the “Schedule”) in book-entry
form through the facilities of the Book-Entry Depository for the account of [the Sponsor][insert
name of Sponsor’s repo lender] on the Closing Date. The Securities shall be issued in the
denominations specified in the Schedule under the column designated as “Denomination (or “Par
Amount”) to be issued at Closing.” Capitalized terms used herein and not otherwise defined shall
be given the meanings assigned to them in the Trust Agreement, dated as of [ ] [ ], 20[ ], by and
between Sponsor and Trustee.
The undersigned acknowledges that the Schedule accurately describes the Securities to be
issued in book-entry form at closing.
[Sponsor]
By:
Its:
[Note to Trust Counsel: The Issuance Statement shall be provided to the Trustee no later
than the Pool Wire Date, which is generally two Business Days prior to closing.]
V-11-1
SCHEDULE A: CALLABLE CLASSES
DENOMINATION (OR
“PAR AMOUNT”
TO BE ISSUED
AT
CLOSING)
CLASS
†
CUSIP
MINIMUM
DENOMINATION
MAXIMUM
CLASS PRINCIPAL
[(OR NOTIONAL)]
BALANCE
†
________________________________
†
Notional balance.
V-11-2
FORM OF TRANSACTION OPINION OF
TRUST COUNSEL FOR CALLABLE SECURITIES
Pursuant to the Sponsor Agreement, Trust Counsel must deliver an opinion substantially
in the form set forth below as a condition to closing. In general, this condition must be met by the
delivery of an opinion in the form that follows, including the materials marked with square brackets
“[].” If an opinion includes the bracketed language, it need not include the language marked with
braces “{}.”
With Ginnie Mae’s approval prior to the execution of a Sponsor Agreement, however, this
condition to closing may be met by the delivery of two separate opinions: (1) a Sponsor’s Opinion
in the form set forth in this Part V of the Ginnie Mae Multiclass Securities Guide and (2) a Trust
Counsel opinion in the form as follows, but which opinion deletes the language in square brackets
and adds the language in braces.
V-12-0
FORM OF TRANSACTION OPINION OF
TRUST COUNSEL FOR CALLABLE SECURITIES
____________ __, 20__
Government National Mortgage Association
Office of Capital Markets
425 3rd Street SW, 4th Floor
Washington, D.C. 20024
[Trustee]
[Sponsor]
Guaranteed Callable Pass-Through Securities
Ginnie Mae Callable Trust 20[ ]-C[ ]
Ladies and Gentlemen:
We have acted as trust counsel in connection with the issuance, by the Ginnie Mae Callable
Trust 20__-C_ (the “Trust”), established pursuant to a trust agreement (the “20[ ]-[ ] Trust
Agreement”), dated as of ____________ __, 20__, by and between ___________________, as
trustee of the Trust (the “Trustee”), and _____________________, a ________________
[corporation] [limited liability company] [limited partnership] (the “Sponsor”), and incorporating
by reference the Standard Trust Provisions for Callable Trusts, ____ 1, 20__ Edition[, as amended
through _________ __, 20__] (the “Standard Trust Provisions” and, together with the 20__-C_
Trust Agreement, the “Trust Agreement”), of approximately $_____________ aggregate principal
amount of Guaranteed Callable Pass-Through Securities (the “Securities”) guaranteed by the
Government National Mortgage Association (“Ginnie Mae”). The Securities are being sold to the
Sponsor pursuant to the Trust Agreement. Capitalized terms used but not otherwise defined herein
shall have the meanings assigned to them in the glossary (the “Glossary”) contained in the Ginnie
Mae Multiclass Securities Guide currently in effect.
The Offering Circular, dated ___________ __, 20___ (the “Offering Circular”), was
prepared in connection with the offering of the Securities.
The assets of the Trust consist primarily of [Trust MBS] [and] [[an] Underlying
Certificate[s]] (the “Trust Assets”) sold to the Trust by the Sponsor. In connection with the
issuance of the Securities, Ginnie Mae is guaranteeing the payment of the full amount of principal
and interest on each Security pursuant to the Guaranty Agreement and Section 3 of the Standard
Sponsor Provisions for Callable Trusts, ____ 1, 20__ Edition[, as amended through
_________, 20__,] (the “Standard Sponsor Provisions”).
In connection with the foregoing, we have examined the following documents:
V-12-1
(a)
a copy of the Standard Trust Provisions;
(b)
a signed copy of the 20__-C__ Trust Agreement, which incorporates by reference
the Standard Trust Provisions;
(c)
a copy of the Standard Sponsor Provisions;
(d)
a signed copy of the Sponsor Agreement, dated __________ __, 20__, between
Ginnie Mae and the Sponsor (the “Sponsor Agreement”), which incorporates by reference the
Standard Sponsor Provisions;
(e)
a copy of the Glossary;
(f)
a copy of the Offering Circular;
(g)
a specimen for [each] [the] Call Class Security evidencing [an] ownership
interest[s] in the Trust established under the Trust Agreement;
(h)
the Issuance Statement with respect to the Callable Class Securities; [and]
[(i)
the Articles of Incorporation and Bylaws (collectively, the “Constituent
Documents”) of the Sponsor, together with good standing certificates with respect to the Sponsor;
and
(j)
the resolutions of the Sponsor pertaining to the subject transactions, certified by the
Secretary or Assistant Secretary of the Sponsor[.] [; and]
[(i)
the opinion[s] of counsel of the Sponsor, delivered in connection with this
transaction (the “Sponsor’s Opinion[s]”)[.] [; and]
[[(j)][(k)]
the disclosure documents relating to the Underlying Certificate[s] (as
defined in the Offering Circular, and referred to herein [, collectively,] as the "Underlying
Certificate Disclosure Documents").]
The Trust Agreement and the Sponsor Agreement are collectively referred to herein as the
“Agreements.”
For purposes of the opinions expressed below, we have assumed (a) the authenticity of all
documents submitted to us as originals, (b) the conformity to the originals of all documents
submitted as certified or photostatic copies and the authenticity of the originals of such copies, (c)
the genuineness of signatures not witnessed by us, (d) the legal capacity of natural persons[,] [and]
(e) the due authorization, execution and delivery of all documents by all parties and the validity
and binding effect thereof (other than [the due authorization, execution and delivery of documents
by the Sponsor and] the validity and binding effect of documents upon the Sponsor) [and (f) the
accuracy and completeness in all material respects of the [Underlying Certificate Disclosure
Documents].
V-12-2
As to factual matters, we have relied upon representations included in the aforementioned
documents and in other documents delivered at the closing, upon certificates of officers of the
Sponsor and upon certificates of public officials. In addition, we have obtained from officers and
employees of the parties described above such other certificates and assurances, and we have
examined such records, other documents and questions of law, as we have considered necessary
or appropriate for purposes of rendering this opinion letter. [Whenever the phrase “to our
knowledge” is used herein, it refers to the actual knowledge of the attorneys of this firm involved
in the representation for this transaction.]
The enforceability of the Agreements against the parties thereto is subject to the provisions
of bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the
rights of creditors generally and to principles of equity, whether considered at law or in equity,
except that Ginnie Mae may enforce the Agreements against the parties thereto notwithstanding
any bankruptcy, insolvency, reorganization or moratorium law, or any law relating to or affecting
the rights of creditors generally, to the extent that such law is preempted by the authorizing law
for the Ginnie Mae Multiclass Securities Program set forth at 12 U.S.C. § 1721(g)(3)(E)(iv).
We do not purport to express an opinion as to the laws of any jurisdiction other than
[NOTE: INCLUDE WHEN INCLUDING BRACKETED OPINIONS 1. THROUGH 5. IN THIS
OPINION: the State[s] of [INSERT STATES OF ORGANIZATION AND, IF DIFFERENT,
PRINCIPAL PLACE OF BUSINESS OF THE SPONSOR,] [and][the State of ] New York and
the United States of America.
I.
Based upon, and subject to, the foregoing and such other documents and information as we
have considered necessary for the purposes hereof, we are of the opinion that:
[1.
The Sponsor has been duly incorporated and is validly existing as a corporation in
good standing under the laws of the jurisdiction of its incorporation.
2.
The Sponsor has the corporate power and authority to enter into the transactions
contemplated by the Agreements.
3.
The Sponsor is duly qualified to do business as a foreign corporation and is in good
standing under the laws of each jurisdiction that requires such qualification wherein it owns or
leases material properties, except where the failure so to qualify would not have a material adverse
effect on such company’s ability to perform its obligations under the Agreements.
4.
To our knowledge, there is no action, suit, proceeding or investigation pending or
threatened against the Sponsor that reasonably could be expected to affect adversely (a) the
Sponsor’s ability to carry on its business substantially as now conducted; (b) the transfer of the
Trust Assets; (c) the issuance of the Securities or (d) the execution, delivery, performance or
enforceability of the Agreements, including the Sponsor’s performance under any indemnification
provisions.
5. To our knowledge, no consent, approval, authorization or order of (a) any [INSERT
BOTH PRINCIPAL PLACE OF BUSINESS STATE AND, IF DIFFEERENT, STATE OF
V-12-3
ORGANIZATION OF SPONSOR] state or federal court or (b) any [INSERT BOTH PRINCIPAL
PLACE OF BUSINESS STATE AND, IF DIFFERENT, STATE OF ORGANIZATION OF
SPONSOR] state or federal governmental agency or body is required for the consummation by the
Sponsor of the transactions contemplated by the Agreements, except for those that have been
obtained by the Sponsor and are in full force and effect; provided, however, that we express no
opinion with respect to requirements under federal or state securities or blue sky laws, of any
jurisdiction in connection with the distribution of the Securities.]
{1.} The Sponsor’s Opinion[s] [is] [are] satisfactory in form and scope to us, and we
believe that you may properly rely on [it] [them].}
{2}
[6.]
Assuming the due authorization, execution and delivery of the Trust Agreement by
the [Trustee] {parties thereto}, the provisions of the Trust Agreement are sufficient to establish a
trust under and pursuant to the governing laws of the Trust Agreement.
{3}
[7.]
[Each of the Agreements has been duly executed and delivered by an authorized
signatory of the Sponsor, and] {Assuming the due authorization, execution and delivery of the
Agreements by the parties thereto,} each constitutes a valid, legal and binding agreement of the
Sponsor, enforceable against the Sponsor in accordance with its respective terms.
{4}
[8.]
The Securities conform in all material respects to the descriptions thereof contained
in the Offering Circular. The Book-Entry Securities have been duly and validly authorized and
delivered by the Trustee in accordance with the Trust Agreement, and are duly and validly issued
and entitled to the benefits of such Trust Agreement. Assuming the due authorization of the officer
of the Trustee who executed the Call Class Securit[y][ies] on behalf of the Trust, such [Security
has] [Securities have] been duly and validly authorized, executed and delivered by the Trust [in
accordance with the Trust Agreement] and will, when authenticated as specified in the Trust
Agreement, be duly and validly issued and entitled to the benefits of the Trust Agreement.
{5}
[9.]
The Securities are exempt from the registration requirements of the Securities Act
of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder,
and the Securities constitute “exempted securities” under the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.
{6}
[10.] The Trust Agreement is not required to be qualified under the Trust Indenture Act
of 1939, as amended, and the trust fund created thereby is not required to be registered under the
Investment Company Act of 1940, as amended.
{7}
[11.] No consent, approval, authorization or order of (a) any ____________ state or
federal court or (b) any ______________ state or federal governmental agency or body is required
for the consummation by the Trust of the transactions contemplated by the Agreements; provided,
however, that we express no opinion with respect to requirements under local and state securities
laws, including but not limited to such as may be required under the state securities or blue sky
laws, of any jurisdiction in connection with the distribution of the Securities.
{8}
[12.] The statements set forth under the headings “Terms Sheet” and “Description of the
Securities” in the Offering Circular, insofar as such statements together purport to summarize
certain provisions of the Agreements, provide a fair summary of such provisions.
V-12-4
{9}
[13.] The statements in the Offering Circular under the headings “ERISA Matters” and
“Legal Investment Considerations,” insofar as they describe federal statutes and regulations or
constitute legal conclusions with respect thereto, have been prepared or reviewed by us, and such
statements provide a fair summary of such statutes and regulations.
{10} [14.] The Callable Class Securities qualify as “guaranteed governmental mortgage pool
certificates” within the meaning of 29 C.F.R. § 2510.3-101(i)(2).
II.
We have participated in various conferences with the appropriate representatives of the
Sponsor, representatives of Ginnie Mae, representatives of [Hunton Andrews Kurth LLP], counsel
to Ginnie Mae, and [appropriate representatives of] the Accountants. At those conferences, the
contents of the Offering Circular were discussed and revised. [Since the dates of those
conferences, we have inquired of appropriate representatives whether there has been any material
change in the affairs of the Sponsor.]
Because of the inherent limitations in the independent verification of factual matters, we
are not passing upon, and do not assume any responsibility for, and make no representation that
we have independently verified, the accuracy, completeness or fairness of the statements contained
in the Offering Circular, except as specifically set forth in paragraphs [12 and 13] {8 and 9} of
Part I of our opinion above. Also, we do not express any opinion or belief as to the financial
statements or other numerical, financial or statistical information contained in the Offering
Circular. However, subject to the foregoing, we advise you that nothing has come to our attention
that would lead us to believe that the Offering Circular, as of the date thereof and at the date hereof,
contained or contains any untrue statement of a material fact or omitted or omits to state any
material fact necessary in order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading (except that we express no opinion
with respect to the numerical, financial and statistical data contained in the Offering Circular).
We express no opinion as to any matter other than as expressly set forth herein, and no
other opinion is to be, or may be, inferred or implied herefrom. This opinion is given as of the
date hereof and is based on facts and conditions presently known to us and laws and regulations
currently in effect, and we do not undertake, and hereby disclaim, any obligation to advise you of
any change in any matters set forth herein.
This opinion letter is being furnished to you solely for your benefit and may not be relied
upon by, nor may copies be delivered to, any person without our prior written consent.
Very truly yours,
V-12-5
FORM OF TAX OPINION OF
TRUST COUNSEL
FOR CALLABLE SECURITIES
________ __, 20__
Government National Mortgage Association
Office of Capital Markets
425 3rd Street SW, 4th Floor
Washington, D.C. 20024
Ginnie Mae Callable Trust 20__-C_
c/o [Trustee]
[Trustee]
[Sponsor]
Ginnie Mae Callable Trust 20[ ]-[ ]
Certain Tax Matters
Ladies and Gentlemen:
We have acted as trust counsel in connection with the formation of the Ginnie Mae Callable
Trust 20__-C_ (the “Trust”), established pursuant to a trust agreement (the “Trust Agreement”),
dated as of ____________ __, 20__, by and between___________________, as trustee of the Trust
(the “Trustee”), and __________________, [a][an] ________________ [corporation] [limited
liability company] [limited partnership] (the “Sponsor”), and incorporating by reference the
Standard Trust Provisions for Callable Trusts, ____ 1, 20__ Edition[, as amended through
__________, 20__] (the “Standard Trust Provisions”), and the issuance of approximately
$_____________ aggregate principal amount of Guaranteed Callable Pass-Through Securities (the
“Securities”). The Securities consist of Class [A] [A1] [and Class A2] Securities ([each, a] [the]
“Callable Class”) and the Class [B] [B1] [and Class B2] Securit[y][ies] ([each, a][the] “Call
Class”).
The Securities are being sold pursuant to an Offering Circular, dated
___________________ __, 20__ (the “Offering Circular”). The assets of the Trust consist
primarily of [certain Trust MBS] [an] [Underlying Certificate[s]] acquired from the Sponsor and
certain accounts. Capitalized terms used but not defined herein shall have the meanings assigned
to them in the glossary contained in the Ginnie Mae Multiclass Securities Guide currently in effect
or in the Trust Agreement.
We have reviewed the originals or copies of: (i) the Trust Agreement, including the
Standard Trust Provisions; (ii) the Sponsor Agreement, dated as of _________ __, 20__, between
the Sponsor and Ginnie Mae including the Standard Sponsor Provisions for Callable Trusts, ____
1, 20__ Edition[, as amended through __________, 20__,]; (iii) the Guaranty Agreement dated as
of _______________ __, 20__; [and] (iv) the Offering Circular [; and (v) the disclosure documents
relating to the Underlying Certificate[s] (as defined in the Offering Circular, and referred to
V-13-1
Government National Mortgage Association
Ginnie Mae Callable Trust 20__-C___
[Trustee]
[Sponsor]
__________ __, 20__
herein [, collectively,] as the "Underlying Certificate Disclosure Documents").] We also have
relied, without independent verification, on a letter from the Sponsor, dated _______________,
20__, stating the belief of the Sponsor that there are various economically reasonable
circumstances under which the holder of [the] [each] Call Class would not at any time exercise its
right to direct the redemption of the [related] Callable Class. We also have reviewed such other
documents relating to the transaction and made such other factual and legal inquiries as we have
considered necessary for purposes of the opinions given below. [We have assumed the accuracy
and completeness in all material respects of the Underlying Certificate Disclosure Documents and
that [each] [the] Underlying Certificate[s] will, at all relevant times, constitute either a “regular
interest” in a REMIC or a grantor trust interest in respect of one or more “regular interests” in a
REMIC.]
Based on the foregoing, we are of the opinion that, with respect to this transaction, the
statements and legal conclusions contained in the Offering Circular under the caption “Certain
United States Federal Income Tax Consequences,” insofar as they constitute matters of United
States federal law or legal conclusions with respect thereto, are correct in all material respects and
the discussion thereunder does not omit any material provision with respect to the matters covered.
Also based on the foregoing and subject to the qualifications stated herein, we are of the further
opinion that [either (i)] Ginnie Mae Callable Trust 20[ ] -C[ ] will constitute a single grantor trust,
within the meaning of Sections 671 through 679 of the Code, and not a partnership or an
association taxable as a corporation[, or (ii) each related pair of Callable and Call Classes of Ginnie
Mae Callable Trust 20[ ] -C[ ] will constitute a separate grantor trust within the meaning of
Sections 671 through 679 of the Code, and not a partnership or an association taxable as a
corporation].
You should be aware that the above opinions and the discussion contained in the Offering
Circular under the caption “Certain United States Federal Income Tax Consequences” represent
conclusions as to the application of existing law to the transaction described herein. There can be
no assurance that existing law will not change or that contrary positions will not be taken by the
Internal Revenue Service.
No opinion has been sought and none has been given concerning the tax consequences of
the transaction described herein or of the acquisition, ownership, or disposition of the Securities
under the laws of any state or locality.
The opinions expressed herein are solely for the information and use of the addressees and
may not be relied upon or otherwise used for any purpose by any other person without our express
written consent.
Very truly yours,
V-13-2
FORM OF OPINION OF SPONSOR FOR CALLABLE SECURITIES
_______________, 20__
Government National Mortgage Association
Office of Capital Markets
425 3rd Street SW, 4th Floor
Washington, D.C. 20024
[Trustee]
[Sponsor]
Re:
Guaranteed Callable Pass-Through Securities
Ginnie Mae Callable Trust 20__-C_
20 -C_
Ladies & Gentlemen:
I am employed as [Internal] [Associate General] [General] Counsel [by] [of]
______________________ (“the Sponsor”) and, in such capacity, have acted as counsel to
Sponsor, a _________ [corporation] [limited partnership] [limited liability company], in
connection with the issuance, by the Ginnie Mae Callable Trust 20__-C_ (the “Trust”), established
pursuant to a trust agreement (the “[20__-C_] Trust Agreement”) dated as of ____________, 20__,
by and between ______________________________, as trustee of the Trust (the “Trustee”), and
the Sponsor, and incorporating by reference the Standard Trust Provisions for Callable Trusts,
____ 1, 20__ Edition, [as amended through _______________ __, 20__,] (the “Standard Trust
Provisions” [and, together with the 20__-C_ Trust Agreement, the “Trust Agreement”]), of
approximately $_______________ aggregate principal amount of Guaranteed Callable PassThrough Securities (the “Securities”) guaranteed by the Government National Mortgage
Association (“Ginnie Mae”). The Securities are being sold to the Sponsor pursuant to the Trust
Agreement. Capitalized terms not otherwise defined herein shall have the meanings assigned to
them in the glossary contained in the Ginnie Mae Multiclass Securities Guide currently in effect.
In connection with this opinion, I or others under my supervision have examined the Trust
Agreement and a sponsor agreement (the “Sponsor Agreement” and, together with the Trust
Agreement, the “Agreements”) dated as of _______,
__, 20__, by and between Ginnie Mae and the
Sponsor and incorporating by reference the Standard Sponsor Provisions for Callable Trusts,
________ __, 20__ Edition [, as amended through ___________ __, 20__]. I or others under my
supervision have also examined and am familiar with originals or copies, certified or otherwise
identified to my satisfaction, of such documents as I have deemed necessary or appropriate as a
basis for the opinions set forth below.
V-14-1
In my examination, I have assumed the genuineness of all signatures, the legal capacity of
natural persons, the conformity to original documents of all documents submitted to me as certified
or photostatic copies, the authenticity of the originals of such copies, and the due authorization,
execution and delivery of all documents by all parties and the validity and binding effect thereof
(other than the due authorization, execution and delivery of documents by the Sponsor as to which
I express an opinion herein). As to any fact material to this opinion that I did not independently
establish or verify, I have relied upon statements and representations of officers and other
representatives of the Sponsor. Whenever the phrase “to my knowledge” is used herein, it refers
to the actual knowledge of the attorneys employed by the Sponsor who are involved in the
representation for this transaction.
I am admitted to the Bar of the State of ________, and I express no opinion as to the laws
of any jurisdiction other than the laws of the State of [INSERT PRINCIPAL PLACE OF
BUSINESS OF SPONSOR], [IF DIFFERENT: the [corporate] [limited liability company] [limited
partnership] laws of the State of [INSERT STATE OF ORGANIZATION OF THE SPONSOR]]
and, to the extent specifically referred to herein, the laws of the United States of America. Based
upon and subject to the foregoing, I am of the opinion that:
1.
The Sponsor has been duly [incorporated] [formed] [organized] and is validly
existing as a [corporation] [partnership] [limited liability company] in good
standing under the laws of the jurisdiction of its [incorporation] [organization]
[formation].
2.
The Sponsor has the [corporate] power and authority to enter into the transactions
and perform the obligations contemplated by the Agreements.
3.
The Sponsor is duly qualified to do business as a foreign [corporation] [partnership]
[limited liability company] and is in good standing under the laws of each
jurisdiction that requires such qualification wherein it owns or leases material
properties, except where the failure so to qualify would not have a material adverse
effect on the Sponsor’s ability to perform its obligations under the Agreements.
4.
There is no action, suit, proceeding or investigation pending or, to my knowledge,
threatened against the Sponsor that reasonably could be expected to affect adversely
(a) the Sponsor’s ability to carry on its business substantially as now conducted, (b)
the transfer of the Trust Assets, (c) the transfer of the Securities or (d) the execution,
delivery, performance or enforceability of the Agreements, including the Sponsor’s
performance under any indemnification provisions.
5.
The Agreements have been duly executed and delivered by the Sponsor.
6.
No consent, approval, authorization or order of (a) any [INSERT BOTH
PRINCIPAL PLACE OF BUSINESS AND, IF DIFFERENT, STATE OF
ORGANIZATION] state or federal court or (b) any [INSERT BOTH PRINCIPAL
PLACE OF BUSINESS AND, IF DIFFERENT, STATE OF ORGANIZATION]
state or federal governmental agency or body is required for the consummation by
the Sponsor of the transactions contemplated by the Agreements, except for those
V-14-2
that have been obtained by the Sponsor and are in full force and effect; provided,
however, that I express no opinion with respect to requirements under federal or
state securities or blue sky laws, of any jurisdiction in connection with the
distribution of the Securities.
I express no opinion as to any matter other than as expressly set forth herein, and no other
opinion is to be, or may be, inferred or implied herefrom. This opinion is given as of the date
hereof and is based on facts and conditions presently known to me and laws and regulations
currently in effect, and I do not undertake, and hereby disclaim, any obligation to advise you of
any change in any matters set forth herein.
I consent to reliance upon this opinion letter by Ginnie Mae for the purpose of complying
with its requirements in connection with the Sponsor Agreement and by [TRUST COUNSEL] in
connection with the delivery of its opinion related to the Agreements. Except as provided in the
preceding sentence, this opinion letter may not be relied upon by, nor may copies be delivered to,
any person without my prior written consent.
Very truly yours,
V-14-3
FORM OF OPINION OF TRUSTEE’S COUNSEL FOR CALLABLE SECURITIES
____________ __, 20__
Government National Mortgage Association
Office of Capital Markets
425 3rd Street SW, 4th Floor
Washington, D.C. 20024
Ginnie Mae Callable Trust 20__-C_
c/o [Trustee]
[Sponsor]
Guaranteed Callable Pass-Through Securities Ginnie Mae Callable Trust 20__ -C __
Ladies and Gentlemen:
We have acted as special counsel to ________________________ in its capacity as trustee
(the “Trustee”) in connection with the issuance by the Ginnie Mae Callable Trust 20__-C_ (the
“Trust”), established pursuant to a trust agreement (the “20__-C_ Trust Agreement”), dated as of
____________ __, 20__, by and between the Trustee and _____________________[, [a][an]
________________ [corporation] [limited liability company] [limited partnership]] (the
“Sponsor”), and incorporating by reference the Standard Trust Provisions for Callable Trusts, ____
1, 20__ Edition [, as amended through __________, 20__] (the “Standard Trust Provisions” and,
together with the 20__-C_ Trust Agreement, the “Trust Agreement”), of approximately
$_____________ aggregate principal amount of Guaranteed Callable Pass-Through Securities (the
“Securities”) guaranteed by the Government National Mortgage Association (“Ginnie Mae”). The
Securities are being sold to the Sponsor pursuant to the Trust Agreement. Capitalized terms not
otherwise defined herein shall have the meanings assigned to them in the glossary contained in the
Ginnie Mae Multiclass Securities Guide currently in effect.
In connection with the foregoing, we have examined the following documents:
(a)
a copy of the Standard Trust Provisions;
(b)
a signed copy of the Trust Agreement, which incorporates by reference the Standard
Trust Provisions;
(c)
a specimen [security] for [the] [each] Class of Certificated Security, evidencing [an]
ownership interest[s] in the Trust established under the Trust Agreement;
(d)
the Issuance Statement;
V-15-1
(e)
the [Articles of [Incorporation] [Association] and Bylaws] of the Trustee, together
with good standing certificates with respect to the Trustee; and
(f)
the resolutions of the Trustee pertaining to the subject transactions, certified by the
Secretary or an Assistant Secretary of the Trustee.
We also have reviewed originals or copies, certified or otherwise identified to our
satisfaction, of such other documents as we deemed necessary or appropriate as a basis for the
opinions set forth below.
For purposes of the opinions expressed below, we have assumed (a) the authenticity of all
documents submitted to us as originals, (b) the conformity to the originals of all documents
submitted as certified or photostatic copies and the authenticity of the originals of such copies, (c)
the genuineness of signatures not witnessed by us, (d) the legal capacity of natural persons and (e)
the due authorization, execution and delivery of all documents by all parties and the validity and
binding effect thereof (other than the due authorization, execution and delivery of documents by
the Trustee and the validity and binding effect of documents upon the Trustee as to which we
express an opinion herein).
As to factual matters, we have relied upon representations included in the aforementioned
documents and in other documents delivered at the closing, upon certificates of officers of the
Trustee and upon certificates of public officials. In addition, we have obtained from officers and
employees of the parties described above such other certificates and assurances, and we have
examined such records, other documents and questions of law, as we have considered necessary
or appropriate for purposes of rendering this opinion letter. Whenever the phrase “to our
knowledge” is used herein, it refers to the actual knowledge of the attorneys of this firm involved
in the representation of the Trustee in this transaction.
The enforceability of the Trust Agreement against the parties thereto is subject to the
provisions of bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or
affecting the rights of creditors generally and principles of equity, whether considered at law or in
equity, except that Ginnie Mae may enforce the Trust Agreement against the parties thereto
notwithstanding any bankruptcy, insolvency, reorganization or moratorium law, or any law
relating to or affecting the rights of creditors generally, to the extent that such law is preempted by
the authorizing law for the Ginnie Mae Multiclass Securities Program set forth at 12 U.S.C. §
1721(g)(3)(E)(iv).
We do not purport to express an opinion as to the laws of any jurisdiction other than [the
State of ___________________,] the State of New York and the United States of America.
Based upon, and subject to, the foregoing and such other documents and information as we
have considered necessary for the purposes hereof, we are of the opinion that:
7.
The Trustee is a(n) [______________________ corporation] [national banking
association], duly organized and validly existing in good standing under the laws of
[____________] [the United States of America], and has all requisite power and authority to enter
into the Trust Agreement and to perform its obligations thereunder.
V-15-2
8.
To our knowledge, there is no action, suit, proceeding or investigation pending or
threatened against the Trustee that could materially adversely affect the Trustee’s ability to
perform its obligations under the Trust Agreement.
9.
The Trust Agreement has been duly authorized, executed and delivered by the
Trustee, and constitutes the legal, valid and binding obligation of the Trustee, enforceable against
the Trustee in accordance with its terms, subject to the limitations noted above.
10.
The Book-Entry Securities have been duly and validly authorized and delivered by
the Trustee in accordance with the Trust Agreement and are duly and validly issued and entitled
to the benefits of the Trust Agreement. The Certificated Securit[y][ies] [has] [have] been duly and
validly authorized, executed, authenticated and delivered by the Trustee in accordance with the
Trust Agreement and are duly and validly issued and entitled to the benefits of the Trust
Agreement.
11.
The performance by the Trustee of its duties pursuant to the Trust Agreement does
not conflict with or result in a breach or violation of any term or provision of, or constitute a default
under, any statute or regulation currently governing the Trustee.
We express no opinion as to any matter other than as expressly set forth herein, and no
other opinion is to be, or may be, inferred or implied herefrom. This opinion is given as of the
date hereof and is based on facts and conditions presently known to us and laws and regulations
currently in effect, and we do not undertake, and hereby disclaim, any obligation to advise you of
any change in any matters set forth herein.
We consent to reliance upon this opinion letter by you for the purpose of complying with
your requirements in connection with this transaction only as it relates to the specific legal issues
identified herein. Except as provided in the preceding sentence, this opinion letter may not be
relied upon by, nor may copies be delivered to, any person without our prior written consent.
Very truly yours,
V-15-3
FORM OF ACCOUNTANTS’ AGREED-UPON
PROCEDURES REPORT FOR CALLABLE SECURITIES
AS OF THE CLOSING DATE
[available upon request from Ginnie Mae’s Financial Advisor]
Aggregate Group __ Trust Assets:
_______
_______
V-16-0
FORM OF CLOSING FLOW OF FUNDS INSTRUCTION LETTER
FOR CALLABLE SECURITIES
CLOSING FLOW OF FUNDS INSTRUCTION LETTER
REGARDING THE TRANSFER OF FUNDS
BY THE SPONSOR TO THE TRUSTEE
AND THE SUBSEQUENT DISBURSEMENT OF FUNDS
BY THE TRUSTEE TO GINNIE MAE
_______________ __, 20___
[Trustee]
Ginnie Mae Callable Trust 20___-C__
Ladies and Gentlemen:
Reference is hereby made to the above-referenced transaction which is scheduled to close
on [____________ __, 20__ ] [the date hereof] (the “Closing Date”). Capitalized terms used but
not defined herein have the meanings ascribed to them in the Sponsor Agreement related to the
above-referenced transaction. On the Closing Date, using a delivery versus payment function,
simultaneously upon transfer to us (or our designee) of the Class __ Securities of the abovereferenced trust, we shall transfer to you $____________ representing the Ginnie Mae Guaranty
Fee, which shall be disbursed to Ginnie Mae to cover the fees and expenses of those persons who
are to be paid from the proceeds of the transaction. We hereby instruct you to disburse such
amount to Ginnie Mae via pay.gov.
*
*
*
*
*
*
*
V-17-1
2257.
If you have any questions, please call Ginnie Mae’s Treasurer’s Division at (202) 708Very truly yours,
[Sponsor]
By:_______________________________
By:
Its:
Its:_______________________________
cc:
Ginnie Mae
Treasurer’s Division
[NOTE: THE EXECUTED VERSION OF THIS DOCUMENT SHOULD BE SCANNED AND
E-MAILED TO THE FOLLOWING PERSONS AT GINNIE MAE’S TREASURER’S
DIVISION: Shalei.Choi@hud.gov]
V-17-2
FORM OF CLOSING CHECKLIST AND TABLE OF CONTENTS
FOR CALLABLE SECURITIES
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
GUARANTEED CALLABLE PASS-THROUGH SECURITIES
GINNIE MAE CALLABLE TRUST 20__-C_
$___________ Aggregate Principal Amount
________ __, 20__
—————————————
PARTIES TO THE TRANSACTION
“Ginnie Mae”
Government National Mortgage Association
“Financial Advisor” or “FA”
PricewaterhouseCoopers LLP
“Legal Advisor” or “LA”
Hunton Andrews Kurth LLP
“Sponsor” or “S”
__________________________
“Trust Counsel” or “TC”
__________________________
“Accountant” or “A”
__________________________
“Trustee” or “T”
__________________________
“Trustee’s Counsel” or “TeeC”
__________________________
“Information Agent”
BNY Mellon
“Book-Entry Depository”
The Federal Reserve Bank of New York
“Printer”
__________________________
V-18-1
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
GUARANTEED CALLABLE PASS-THROUGH SECURITIES
GINNIE MAE CALLABLE TRUST 20__-C_
$___________ Aggregate Principal Amount
________ __, 20__
—————————————
TABLE OF CONTENTS
(Incorporating by Reference the ____ 1, 20__ Edition of the Ginnie Mae
M Multiclass Securities
____
Guide[, as amended through ________________,
20 ]))
Responsible
Party
Signatures Tab
Document
I.
II.
III.
SPONSOR AGREEMENT
A.
Sponsor Agreement ...................................................................
TC
GNMA, S
1
B.
Standard Sponsor Provisions .....................................................
LA
N/A
2
OFFERING DOCUMENTS
A.
Offering Circular .......................................................................
TC/LA
N/A
3
B.
Accountants’ Agreed-Upon Procedures Report concerning the
Offering Circular .......................................................................
A
A
4
TC
T
5
ESTABLISHMENT OF THE TRUST AND ISSUANCE OF THE
SECURITIES
A.
Trustee’s Receipt and Safekeeping Agreement (with Exhibit
provided by Trustee)..................................................................
B.
Trust Agreement, dated as of Closing Date, between the Trustee
and the Sponsor ......................................................................... TC
S, T
6
C.
Standard Trust Provisions ..........................................................
LA
N/A
7
D.
GNMA Guaranty Agreement ....................................................
LA
GNMA
8
E.
OID Pricing Letter .....................................................................
S
S
9
F.
Issuance Statement ....................................................................
TC
S
10
V-18-2
Responsible
Party
Signatures Tab
Document
IV.
V.
OPINIONS O
OF COUNSEL AND ACCOUNTANTS’ AGREED-UPON
PROCEDURES R
REPORT
A.
Opinions of Trust Counsel .........................................................
TC
TC
1.
Transaction Opinion ..................................................................
TC
TC
11
2.
Tax Opinion ...............................................................................
TC
TC
12
B.
Opinion of Sponsor....................................................................
S
S
13
C.
Opinion of Trustee’s Counsel ....................................................
TeeC
TeeC
14
D.
Opinion of HUD General Counsel.............................................
LA
15
E.
Accountants’ Agreed-Upon Procedures Report as of the
Closing Date ..............................................................................
[Already
Signed]
A
A
16
F.
Economic Representation Letter................................................
S
S
17
MISCELLANEOUS
A.
Closing Flow of Funds Instruction Letter ..................................
TC
S
18
B.
Glossary .....................................................................................
LA
N/A
19
C.
Working Group List...................................................................
TC
N/A
20
V-18-3
Office of Management & Budget publication number 2503-0030
| File Type | application/pdf |
| Author | Locatelli, Tina |
| File Modified | 2023-07-26 |
| File Created | 2023-07-13 |