Base Offering Circular - Multifamily 482090 21 should note that, although the Treasury has issued final regulations under the REMIC Provisions of the Code (the “REMIC Regulations”), no currently effective regulation or other administrative guidance has been issued with respect to certain provisions of the Code that are or may be applicable to Holders, particularly the provisions dealing with market discount and stripped debt instruments.  Although the Treasury issued final regulations dealing with original issue discount (“OID”) and premium (the “OID Regulations”), the OID Regulations do not address directly the treatment of “Regular Securities” (as defined below).  Furthermore, the REMIC Regulations do not address all of the issues that arise in connection with the formation and operation of a REMIC.  Hence, definitive guidance cannot be provided with respect to many aspects of the tax treatment of Holders.  Moreover, there can be no assurance that the Internal Revenue Service (the “Service”) will not take positions that would be materially adverse to investors.  Finally, the summary does not purport to address the anticipated state income tax consequences to investors of owning and disposing of the Securities.  Consequently, investors should consult their own tax advisors in determining the federal, state, local, foreign, and any other tax consequences to them of the purchase, ownership, and disposition of the Securities. General With respect to each Trust, counsel to the Trust (“Trust Counsel”) will deliver a separate opinion generally to the effect that, assuming timely filing of a REMIC election and compliance with all provisions of the related Trust Agreement and the other issuance and closing documents, the Trust, or one or more segregated pools of Trust Assets (each, an “Asset Pool”), will qualify as one or more REMICs (each, a “Trust REMIC”) for federal income tax purposes.  Trust Counsel also will deliver its opinion that the discussion set forth in this Offering Circular under “Certain Federal Income Tax Consequences,” as amplified or modified by Trust Counsel in the related Offering Circular Supplement, is correct and complete in all material respects.  The foregoing opinions will be based on existing law, but there can be no assurance that the law will not change or that contrary positions will not be taken by the Service. The Securities (other than any MX Securities) will be designated either as one or more classes of “regular interests” in a Trust REMIC (“Regular Securities”), which generally are treated as debt for federal income tax purposes, or as “residual interests” in one or more Trust REMICs (“Residual Securities”), which generally are not treated as debt for such purposes, but rather as representing rights and responsibilities with respect to the taxable income or loss of the related Trust REMIC.  The Offering Circular Supplement for each Trust will indicate which of the Securities in the Trust will be designated as Regular Securities and which will be designated as Residual Securities.  In certain cases, a single Residual Security may represent the residual interest in more than one of the Trust REMICs relating to a particular Trust.  In such cases, the discussion of Residual Securities set forth below should be interpreted as applying to each residual interest separately. Securities held by a “domestic building and loan association” (a “DB&L”) will constitute assets described in section 7701(a)(19)(C)(xi) of the Code, Regular Securities held by a financial asset securitization investment trust (a “FASIT”) will qualify for treatment as “permitted assets” within the meaning of section 860L(c)(1)(G) of the Code; Securities held by a real estate investment trust (“REIT”) will constitute “real estate assets” within the meaning of section