Base Offering Circular - Multifamily 482090 12 6 WH $ 4,687,500 8.00% $375,000 WP 312,500 0.00 0 $ 5,000,000 $375,000 7 WA $ 2,500,000 6.00% $150,000 WB 2,500,000 6.25 156,250 WI      982,143   (notional) 7.00 68,750 $ 5,000,000 $375,000 At any given time, a Beneficial Owner’s ability to exchange REMIC Securities for MX Securities, MX Securities for REMIC Securities or MX Securities for other MX Securities will be limited by a number of factors.  A Beneficial Owner must, at the time of the proposed exchange, own the appropriate Classes in the appropriate proportions in order to effect a desired exchange.  A Beneficial Owner that does not own the appropriate Classes or the appropriate proportions of such Classes may not be able to obtain the necessary Class or Classes of REMIC Securities or MX Securities.  The Beneficial Owner of a needed Class may refuse or be unable to sell at a reasonable price or any price, or certain Classes may have been purchased and placed into other financial structures.  Principal distributions will, over time, diminish the amounts available for exchange.  Only the combinations shown on the applicable exhibit to each Offering Circular Supplement are permitted.  In addition, REMIC Securities (which may include Increased Minimum Denomination Classes) issued in exchange for the related MX Securities may be issued only in denominations not less than the minimum denominations specified in each Offering Circular Supplement. A Beneficial Owner proposing to effect an exchange must so notify the Trustee through the Beneficial Owner’s Book-Entry Depository participant.  Such notice must be received by the Trustee not later than two Business Days before the proposed exchange date.  The exchange date can be any Business Day other than the last Business Day of the month.  The notice must contain the outstanding Class Principal balance (or Class Notional Balance) of the Securities to be included in the exchange and the proposed exchange date.  Any such notice is required to be delivered to the Trustee in writing at its Corporate Trust Office. The Securities to be exchanged must be in the correct exchange proportions.  The Trustee will verify that the proposed proportions ensure that the principal and interest entitlements of the Securities received equal such entitlements of the Securities surrendered.  If there is an error, the Trustee will notify the Book-Entry Depository participant of the error and will not process the exchange until such error is corrected.  Unless rejected for error, the notice of exchange will become irrevocable two Business Days prior to the proposed exchange. A fee will be payable to the Trustee in connection with each exchange equal to 1/32 of 1% of the outstanding Class Principal Balance (or Class Notional Balance) of the Securities surrendered for exchange (but not less than $2,000 or greater than $25,000); provided, however that no fee will be payable in respect of a Notional Class, unless all Classes involved in an exchange are Notional Classes.  If the notional balance of the Securities surrendered exceeds that of the Securities received, the fee will be based on the latter.  The fee must be paid not later than two Business Days prior to the exchange.