Base Offering Circular - Multifamily 482090 10 If at any time after the Prime Rate becomes unavailable in The Wall Street Journal it again becomes available, the Trustee will calculate the Interest Rates for the Prime Rate Classes for each subsequent Accrual Period by reference to the Prime Rate published in The Wall Street Journal. Modification and Exchange General Certain Series will provide for the issuance of one or more Classes of MX Securities.  In any such Series, subject to the rules, regulations and procedures of the Book-Entry Depository, all or a portion of a specified Class or Classes of REMIC Securities may be exchanged for a proportionate interest in one or more related MX Classes, as provided in the applicable Offering Circular Supplement.  Similarly, all or a portion of the related MX Class or Classes may be exchanged for proportionate interests in the related Class or Classes of REMIC Securities and, if so provided, in other related MX Classes.  This process may occur repeatedly.  For this purpose, “related” Classes are those within the same “Combination” shown in the applicable Offering Circular Supplement. Each MX Security issued in an exchange will represent a beneficial ownership interest in, and will be entitled to receive a proportionate share of the distributions on, the related REMIC Securities (or the related MX Securities), and the Beneficial Owners of the MX Classes will be treated as the Beneficial Owners of proportionate interests in the related Class or Classes of REMIC Securities (or the related MX Securities). In each Series that includes MX Securities, the Classes of REMIC Securities identified in the applicable Offering Circular Supplement will initially be issued.  Certain of those Classes may be exchanged, in whole or in part, for MX Classes at any time on or after their date of issuance, unless otherwise provided in the applicable Offering Circular Supplement. The Classes of REMIC Securities and MX Securities that are outstanding at any given time, and the outstanding Class Principal Balances or Class Notional Balances of such Classes, will depend upon principal distributions of such Classes as well as any exchanges that occur. Exchanges Any exchange of related Classes within a Series will be permitted, so long as the following criteria are met: · The aggregate principal balance (exclusive of any notional balance) of the Securities received must equal that of the Securities surrendered (except for de minimis differences due to rounding). · The aggregate monthly principal and interest entitlements on the Securities received must equal that of the Securities surrendered (except for de minimis differences due to rounding).