Base Offering Circular - Multifamily 482090 16 UNDERLYING CERTIFICATES If so specified in the related Offering Circular Supplement, the Trust Assets for a Series of Securities may include one or more previously issued certificates representing “regular interests” in a REMIC.  Any such Underlying Certificate will evidence a direct or indirect beneficial ownership interest in a separate pool of Ginnie Mae Multifamily Certificates and will have been issued and guaranteed as described in the disclosure document pursuant to which such Underlying Certificate was offered.  Each Offering Circular Supplement will include a general description of the characteristics of each Underlying Certificate and will incorporate by reference the related Underlying REMIC Disclosure Documents. In the event that any issue arises under the trust agreement that governs the Underlying REMIC Trust, which requires a vote of the holders of Underlying Certificates, the Trustee will vote the Underlying Certificates in a manner that, in its sole judgment, is consistent with the best interests of the holders of such Underlying Certificates. Investors in any Security representing an interest in one or more Underlying Certificates are urged to review, in particular, the related Underlying REMIC Disclosure Documents, which may be obtained from the Information Agent as described in the related Offering Circular Supplement. YIELD, MATURITY AND PREPAYMENT CONSIDERATIONS General The prepayment experience of the Mortgage Loans underlying the related Trust Assets will affect the Weighted Average Life of, and the yield realized by investors in, the related Securities.  The terms of most Mortgage Loans provide that, following any applicable prepayment lockout period and upon payment of any applicable mortgage loan Prepayment Penalty, the Mortgage Loan may be voluntarily prepaid in whole or in part.  The rate of principal payments (including prepayments and payments in respect of liquidations) on the Mortgage Loans generally depends on a variety of economic, geographic, social and other factors, including prevailing market interest rates and general economic factors.  In addition, factors that influence the payment behavior of multifamily mortgage loans in particular may include: the remaining depreciable lives of the underlying properties; characteristics of the borrowers; the amount of borrowers’ equity; the availability of mortgage loan financing; the extent to which the Mortgage Loans are assumed or refinanced or the underlying properties are sold or conveyed; changes in local industry and population as they affect occupancy rates; population migration; and the attractiveness of other investment opportunities.  These factors will also include the application of lockout periods and the assessment of Prepayment Penalties.  No assurance can be given concerning the particular effect that any of these or other factors will have on the prepayment behavior of the Mortgage Loans.  The relative contribution of these or other factors may vary over time. If the prepayment rate on the Mortgage Loans increases during a period of declining interest rates, investors may receive increased principal distributions when those investors are