THE GINNIE MAE MULTIFAMILY CERTIFICATES General The Trust Assets for a Series of Securities may include Ginnie Mae Certificates conveyed by the Sponsor to a Trust pursuant to the terms and conditions of the Trust Agreement. The Sponsor will represent and warrant in the Trust Agreement that the information set forth in the Offering Circular Supplement and Final Data Statement, if any, including the principal balance and Certificate Rate for each Trust MBS as of the Closing Date, is true and correct as of the Closing Date.  If this representation and warranty is untrue for any Trust MBS, the Sponsor, at its option, may (a) cure the breach, (b) substitute another Ginnie Mae Multifamily Certificate for the affected Trust MBS, or (c) with Ginnie Mae’s consent, repurchase the affected Trust MBS from the Trust, in each case only to the extent permitted under the Trust Agreement and REMIC Provisions. The Mortgage Loans underlying the Trust MBS will consist of FHA Loans secured by mortgages on properties housing five families or more or nursing facilities. Ginnie Mae will have guaranteed the timely payment of principal and interest on each Trust MBS securing a Series in accordance with a Certificate Guaranty Agreement or a Ginnie Mae Platinum Guaranty Agreement, as the case may be.  Ginnie Mae guarantees the timely payment of principal of and interest on each Trust MBS, and this obligation is backed by the full faith and credit of the United States.  Ginnie Mae does not guarantee the payment of any Prepayment Penalties. Each Trust MBS issued prior to March 1, 1997 will have an original maturity of not more than 40 years and will be based on and backed by one multifamily FHA Loan.  Some outstanding Trust MBS, however, issued  pursuant to a Ginnie Mae program (the “Tandem Program”) that has been discontinued, are based on and backed by two or more multifamily FHA Loans.  In addition, effective with multifamily pools submitted for processing beginning March 1, 1997, Ginnie Mae adopted a program (the “Small Loan Program”) that permitted the issuance of Trust MBS based on and backed by from one to five small, multifamily FHA Loans, each with a maximum original principal balance of $1,000,000 and a maximum original maturity of 35 years, and all with the same Mortgage Rate. Each Trust MBS will provide for the payment to the registered holder of that Trust MBS of monthly payments of principal and interest equal to the aggregate amount of the scheduled monthly principal and interest payments on the FHA Loans underlying that Trust MBS, less applicable servicing and guaranty fees.  In addition, each payment to a holder of a Trust MBS will include any prepayments and other unscheduled recoveries of principal and any Prepayment Penalties of an underlying FHA Loan received by the Ginnie Mae Issuer during the month preceding the month of the payment. Each multifamily Mortgage Loan underlying any Trust MBS (other than a Trust MBS issued under the Small Loan Program) bears interest at a Mortgage Rate that is 0.25% to 0.50% per annum greater than the related Certificate Rate, unless Ginnie Mae has given its prior consent to a spread in excess of 0.50% per annum.  Under the Small Loan Program, the Mortgage Rate Base Offering Circular – Multifamily 16 RICHMOND 801041v3