Base Offering Circular – Multifamily 53 Although the matter is not free from doubt, an investor that acquires in one transaction a combination of MX Classes that may be exchanged for a Regular Class should be treated as owning the Regular Class. Exchanges of MX Classes and Regular Classes An exchange, as described under “Description of Securities—Modification and Exchange” herein, by a Beneficial Owner of (i) REMIC Securities for MX Securities, (ii) MX Securities for interests in the related REMIC Securities or (iii) MX Securities for other MX Securities will not be a taxable exchange.  Such Beneficial Owner will be treated as continuing to own after the exchange the same combination of interests in the related REMIC Securities that it owned immediately prior to the exchange. Taxation of Foreign Holders of REMIC Securities and MX Securities Regular Securities and MX Securities Interest, including OID, paid on a Regular Security or MX Security to a Non-U.S. Person generally will be treated as “portfolio interest” and, therefore, will not be subject to any United States withholding tax, provided that (i) such interest is not effectively connected with a trade or business in the United States of the Holder, and (ii) the Trustee (or other person who would otherwise be required to withhold tax) is provided with appropriate certification on Form W-8IMY or Form W-8BEN (or substitute form) signed under penalties of perjury that the beneficial owner of the Security is a Non-U.S. Person (“Foreign Person Certification”).  If Foreign Person Certification is not provided, interest (including OID) paid on such a Security may be subject to a 30% withholding tax, the applicable treaty rate, or the then applicable rate for backup withholding.  See “Backup Withholding.” A Holder of a Regular or MX Security who is not a U.S. Person and is seeking the protection of an income tax treaty with respect to the imposition of United States withholding tax generally will be required to obtain a taxpayer identification number from the Internal Revenue Service in advance and to follow certain certification requirements establishing under penalties of perjury that such Holder is entitled to an exemption from United States withholding tax on interest from the Regular or MX Securities under a tax treaty between the United States and its country of residence.  To claim this exemption, such Certificateholder should submit a completed Form W-8BEN (or substitute form) with its name and address and the statement described above. Prospective investors are strongly urged to consult their own tax advisors with respect to the withholding regulations governing payments on the Regular and MX Securities. Residual Securities Under each Trust Agreement, transfers of Residual Securities to Non-U.S. Persons will be prohibited.