Base Offering Circular – Multifamily 51 Tax Treatment of MX Securities General In the event that a Series provides for the issuance of one or more Classes of MX Securities, the arrangement pursuant to which the MX Classes are created, sold and administered (an “MX Pool”) will be classified as a grantor trust under subpart E, part I of subchapter J of the Code.  The REMIC Securities related to the MX Securities will be contributed to the MX Pool on the Closing Date and the MX Pool will issue the Modifiable Securities and the MX Securities.   Regular Securities that have been exchanged for MX Securities (including any exchanges effective on the Closing Date) will be assets of the MX Pool and the related MX Securities will represent beneficial ownership of these interests in such Regular Securities.  Regular Securities that may be but have not yet been exchanged for MX Securities will also be assets of the MX Pool and the related Modifiable Securities will represent beneficial ownership of such Regular Securities.  A Holder of a Modifiable Security will be treated for tax purposes and in this discussion in the same manner as a Holder of the related Regular Security. Tax Status The MX Classes should be considered to represent “real estate assets” within the meaning of section 856(c)(4)(A) of the Code and assets described in section 7701(a)(19)(C) of the Code.  Original issue discount and interest accruing on the MX Classes should be considered to represent “interest on obligations secured by mortgages on real property” within the meaning of section 856(c)(3)(B) of the Code.  MX Classes will be “qualified mortgages” under section 860G(a)(3) of the Code for a REMIC. Tax Accounting for MX Securities An MX Class will represent beneficial ownership of an interest in one or more related Regular Classes.  If it represents an interest in more than one Regular Class, a purchaser must allocate its basis in an MX Class among the interests in the Regular Classes in accordance with their relative fair market values as of the time of acquisition.  Similarly, on the sale of such an MX Class, the Holder must allocate the amount received on the sale among the interests in the Regular Classes in accordance with their relative fair market values as of the time of sale. The Holder of an MX Class must account separately for each interest in a Regular Class (there may be only one such interest).  Where the interest represents a pro rata part of a Regular Class, the Holder of an MX Class should account for such interest as described under “—Tax Treatment of Regular Securities” above.  Where the interest represents beneficial ownership of a disproportionate part of the principal and interest payments on a Regular Class (a “Strip”), the Holder will be treated as owning, pursuant to section 1286 of the Code, “stripped bonds” to the extent of its share of principal payments and “stripped coupons” to the extent of its share of interest payments on such Regular Class.  Although the tax treatment of a Strip is unclear, the Tax Administrator intends to treat each Strip as a single debt instrument for purposes of information reporting.  The Internal Revenue Service, however, could take a different position.   For example, the Internal Revenue Service could contend that a Strip should be treated as a pro rata part of the Regular Class to the extent that the Strip represents a pro rata portion thereof, and