DESCRIPTION OF THE SECURITIES General Ginnie Mae guarantees the timely payment of principal and interest on the Securities.   Ginnie Mae does not guarantee the payment of any Prepayment Penalties.  The full faith and credit of the United States of Americ a stands behind each Ginnie Mae Guaranty.  Pursuant to a Trust Agreement, dated as of the related Closing Date, between the Sponsor and the Trustee, a separate Trust will issue Ginnie Mae REMIC Securities.  In the event that a series provides for the issuance of MX Securities in exchange for REMIC Securities, a separate MX Trust established pursuant to an MX Trust Agreement dated as of the related Closing Date between the Sponsor and the Trustee will issue Modifiable Securities (relating to REMIC Securities that may be but have not yet been exchanged) and MX Securities (relating to REMIC Securities that have been exchanged). Forms of Securities; Book-Entry Procedures Unless otherwise provided in the related Offering Circular Supplement, each Regular Security that is not subject to exchange for MX Securities, each Modifiable Security and each MX Security initially will be issued and maintained in book-entry form through the book-entry system of the U.S. Federal Reserve Banks (the “Fedwire Book-Entry System”), and each Residual Security will be issued in certificated, fully- registered form. Each Class of Book-Entry Securities initially will be registered in the name of the Federal Reserve Bank of New York (together with any successor or other depository selected by Ginnie Mae, the “Book-Entry Depository”).  Beneficial ownership of a Book-Entry Security will be subject to the rules and procedures governing the Book-Entry Depository and its participants as in effect from time to time.  The Book-Entry Depository will maintain evidence of the interests of its participants in any Book- Entry Securities by appropriate entries in the Book-Entry Depository’s books and records.  Only participants of the Fedwire Book-Entry System are eligible to maintain book-entry accounts directly with the Book-Entry Depository.  A Beneficial Owner that is not a participant of the Fedwire Book-Entry System generally will evidence its interest in a Book-Entry Security by appropriate entries in the books and records of one or more financial intermediaries.  A Beneficial Owner of a Book-Entry Security must rely upon these procedures to evidence its beneficial ownership, and may transfer its beneficial ownership only if it complies with the procedures of the appropriate financial intermediaries. Correspondingly, a Beneficial Owner of a Book- Entry Security must depend upon its financial intermediaries (including the Book-Entry Depository, as Holder) to enforce its rights with respect to a Book- Entry Security.  Alternatively, a Beneficial Owner may receive, upon (i) compliance with the procedures of the Book-Entry Depository and its participant and (ii) payment of a required exchange fee of $25,000 per physical certificate, one or more certificated, fully registered Securities in authorized denominations evidencing that Beneficial Owner’s interest in the appropriate Class of Securities. The Trustee will authenticate the Certificated Securities. The Securities will be freely transferable and exchangeable, subject to the transfer restrictions applicable to Residual Base Offering Circular – Multifamily 4 RICHMOND 801041v3