Base Offering Circular – Multifamily 40 Holder may recognize “phantom income” (i.e., income recognized for tax purposes in excess of income as determined under financial accounting or economic principles) which will be matched in later years by a corresponding tax loss or reduction in taxable income, but which could lower the after-tax yield to Residual Holders due to the lower present value of such loss or reduction. A portion of the income of Residual Holders in certain Trust REMICs will be treated unfavorably in three contexts:  (i) for federal income tax purposes and purposes of the AMT, it may not be offset by current or net operating loss (“NOL”) deductions; (ii) it will be considered unrelated business taxable income (“UBTI”) to tax-exempt entities; and (iii) it is ineligible for any statutory or treaty reduction in the 30% withholding tax otherwise available to a foreign Residual Holder. In the case of Double REMIC Series, two REMICs will be formed from the assets of the Trust.  The Trust Assets will constitute the principal assets of one of such REMICs (the “Pooling REMIC”).  The regular interests in the Pooling REMIC will be uncertificated interests formed pursuant to the related Trust Agreement (the “Pooling REMIC Regular Interests”).  The Pooling REMIC Regular Interests will constitute the principal assets of the second REMIC (the “Issuing REMIC”).  The Regular Securities will be the regular interests in the Issuing REMIC.  The residual interest in the Pooling REMIC will be represented by a Class of Residual Securities, as will the residual interest in the Issuing REMIC.  In some cases, as indicated in the Offering Circular Supplement, a Class of Residual Securities may represent the residual interest in both REMICs.  Except where the context dictates otherwise, references in the discussion below to a Trust REMIC refer only to the Trust REMIC in which the Holder’s Residual Security represents a residual interest.  Prospective investors in Residual Securities relating to a Double REMIC Series should consult with their tax advisors with respect to the special considerations involved with such Residual Securities. If so specified in the related Offering Circular Supplement, separate REMIC elections may be made with respect to the related Trust Assets or, in the case of a Double REMIC Series, multiple Pooling REMICs may be established.  In such cases, if so specified in the related Offering Circular Supplement, a single Class of Residual Securities may represent the residual interest in such REMICs. The concepts presented in this overview are discussed more fully below. Taxation of Residual Holders A Residual Holder will recognize its share of Trust REMIC taxable income or loss for each day during its taxable year on which it holds the Residual Security.  The amount so recognized will be characterized as ordinary income or loss.  If a Residual Security is transferred during a calendar quarter, Trust REMIC taxable income or net loss for that quarter will be prorated between the transferor and the transferee on a daily basis. A Trust REMIC generally will determine its taxable income or net loss in a manner similar to that of an individual using a calendar year and the accrual method of accounting.  Trust REMIC taxable income or loss generally will be characterized as ordinary income or loss and will consist of the Trust REMIC’s gross income, including interest income and any original issue