Base Offering Circular – Multifamily 20 UNDERLYING CERTIFICATES If so specified in the related Offering Circular Supplement, the Trust Assets for a Series of Securities may include one or more Underlying Certificates.  Any such Underlying Certificate will evidence a direct or indirect beneficial ownership interest in a separate pool of Ginnie Mae Multifamily Certificates and will have been issued and guaranteed as described in the Underlying Certificate Disclosure Document.  Each Offering Circular Supplement will include a general description of the characteristics of each Underlying Certificate and will incorporate by reference the related Underlying Certificate Disclosure Documents.  In the event that any issue arises under the trust agreement that governs the Underlying Trust, which requires a vote of the holders of Underlying Certificates, the Trustee will vote the Underlying Certificates in a manner that, in its sole judgment, is consistent with the best interests of the holders of such Underlying Certificates. Investors in any Security representing an interest in one or more Underlying Certificates are urged to review, in particular, the related Underlying Certificate Disclosure Documents, which may be obtained from the Information Agent as described in the related Offering Circular Supplement. UNDERLYING CALLABLE SECURITIES The Trust Assets for a Series may include one or more Underlying Callable Securities.   Any Underlying Callable Security evidences a direct beneficial ownership interest in the related Ginnie Mae Platinum Certificates.  Underlying Callable Securities are subject to redemption by the Holders of the related Call Class on any distribution date on or after an initial redemption date.  The occurrence of the redemption of any Underlying Callable Securities will result in the prepayment of the related Securities. Investors in any Security representing an interest in one or more Underlying Callable Securities are urged to review the related Offering Circular included as an exhibit to the Offering Circular Supplement and the offering circular supplement related to the Ginnie Mae Platinum Certificates, which may be obtained from the Information Agent. YIELD, MATURITY AND PREPAYMENT CONSIDERATIONS General The prepayment experience of the Mortgage Loans underlying the related Trust Assets will affect the Weighted Average Life of, and the yield realized by investors in, the related Securities.  The terms of most Mortgage Loans provide that, following any applicable prepayment lockout period and upon payment of any applicable mortgage loan Prepayment Penalty, the Mortgage Loan may be voluntarily prepaid in whole or in part.  The rate of principal payments (including prepayments and payments in respect of liquidations) on the Mortgage Loans generally depends on a variety of economic, geographic, social and other factors, including prevailing market interest rates and general economic factors.  In addition, factors that influence the payment behavior of multifamily mortgage loans in particular may include: the remaining depreciable lives of the underlying properties; characteristics of the borrowers; the amount of borrowers’ equity; the availability of mortgage loan financing; the extent to which the