Representations and Warranties Agreement

• Legal Form Number: HUD-11780
• Issuer: Ginnie Mae
• Section: Ginnie Mae

Representations and

Warranties Agreement U.S. Dept of Housing and Urban Development

Government N ational Mortgage As sociation

Previous editi ons obsolete

Page 1 of 2

form HUD-11780 (12/2009)

ref Handbook 5500.3

In an effort to lower the cost of home ownership, Ginnie Mae has chosen to reduce the documentation

expenses associated with the f inal certification process. In certain circumstances, and with regard to Issuers as

to which Ginnie Mae in its sole discretion deems it appropriate, Ginnie Mae will grant revocable representations

and warranties waiving the requirement that Issuers provide document custodians with the mortgage, intervening

assignments and the title policy for final certification, as provided in Chapter 11-3 of the Ginnie Mae Mortgage

Backed Securities Guide 5500.3 (“Guide”).

Ginnie Mae may grant these revocable representations and warranties in instances where Ginnie Mae

determines, in its sole discretion, that Issuer s meet these requirements: (1) strong internal controls; (2) internal

auditing departments; (3) ability to service loans; (4) sufficient systems support to ensure that documentation

flows can be tracked in a manner that Ginnie Mae can rely upon; (5) sufficient financial resources to enable the

Issuers to fulfill their financial obligations under these representations and warranties; (6) supervision by a federal

regulator and (7) have agreed to protect Ginnie Mae by providing the representations and warranties set out

herein.

The continuation of the representations and warranties, both on the whole and as they pertain to specific

Issuers, is a matter within the sole discretion of Ginnie Mae. Ginnie Mae reserves the right to revoke these

representations and warranties at any time and for any reason, in its sole discretion, including, but not limited to,

the following: (1) the Issuer falls out of compliance with those financial factors that originally qualified the Issuer

for the program; (2) if, in Ginnie Mae’s sole discretion, Issuer is not making satisfactory efforts to obtain

documents in the normal course of business; or (3) if Ginnie Mae otherwise determines that its interests are not

adequately protected. The Issuer shall direct its document custodian to perform a complete final certification for

all pools that were originally certified under representations and warranties if Ginnie Mae, for any reason, revokes

the representations and warranties.

The Issuer makes the following representations and warranties, acknowledging and understanding that

Ginnie Mae has relied upon the truth and accuracy of these representations:

1. Issuer represents and warrants that all records needed for final certification will be obtained in the normal

course of business and held by the document custodian. While all jurisdictions have different requirements and

processing times, the normal course of business does not usually exceed twelve months. Issuers will act

diligently and expediently to obtain the necessary documents so that any delays are caused by persons out of

their control.

2. Issuer indemnifies and holds Ginnie Mae (and its successors and assigns) harmless against all losses,

damages, judgments, or legal fees based on, or resulting from, Issuer’s failure, or alleged failure, to obtain the

original or a copy of the mortgage, recorded (if required) intervening assignments or title policies.

3. Issuer represents and warrants that Issuer is the record owner of the mortgage unless the mortgage has been

assigned to MERS. If the mortgage was assigned to Issuer, the assignment to Issuer or MERS validly transfers

the mortgage, free and clear of any pledge, lien, encumbrance or security interest.

4. Issuer represents and warrants that the mortgages backing the guaranteed securities are federally insured or

guaranteed eligible mortgages pursuant to 12 U.S.C. 1721(g)(1) and the Guide.

5. Issuer represents and warrants that it maintains and will continue to maintain a document tracking system and

an internal auditing department, which may be examined or audited by Ginnie Mae at any time to ensure

compliance with mortgage pool requirements.

6. Issuer represents and warrants that, with the exception of compliance with the requirement that the Issuer

provide the document custodian with copies of the mortgage, recorded (if required) intervening assignments and

title policies within the former twelve month period, Issuer is, and will remain in compliance with all Ginnie Mae

requirements and all Federal regulations.