Base Offering Circular - Multifamily
482090
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ownership only if it complies with the procedures of the appropriate financial intermediaries.
Correspondingly, a Beneficial Owner of a Book-Entry Security must depend upon its financial
intermediaries (including the Book-Entry Depository, as Holder) to enforce its rights with respect
to a Book-Entry Security. A Beneficial Owner will not receive a physical certificate evidencing
its interest in a Class of Securities.
The Trustee will authenticate the Securities. The Securities will be freely transferable and
exchangeable, subject to the transfer restrictions applicable to Residual Securities set forth in the
related Trust Agreement, at the Corporate Trust Office of the Trustee. Among other restrictions,
the Residual Securities may not be transferred to (i) a Plan Investor, (ii) a Non-U.S. Person or
(iii) a Disqualified Organization. The Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge incurred in connection with any transfer, including the
transfer of a Residual Security.
Minimum Denominations
Unless otherwise noted in the applicable Offering Circular Supplement, each Trust will
issue Regular Securities (other than Securities in Increased Minimum Denomination Classes) in
minimum dollar denominations representing initial principal balances or initial notional balances
of $1,000 and multiples of $1 in excess of $1,000. Unless otherwise noted in the applicable
Offering Circular Supplement, the Trust will issue Residual Securities in minimum Percentage
Interests of ten percent and integral multiples of ten percent.
An Offering Circular Supplement may identify one or more Increased Minimum
Denomination Classes, which will be issued in higher minimum denominations than other
Classes, as described in the Offering Circular Supplement.
An Increased Minimum Denomination Class is a Class that is deemed to be a suitable
investment only for an accredited investor that has substantial experience in mortgage-backed
securities and that is capable of understanding, and is able to bear the risks associated with, an
investment in a Class such as an Increased Minimum Denomination Class.
An investor should not conclude, however, that Classes not designated as Increased
Minimum Denomination Classes are suitable for all investors. No investor should purchase
Securities of any Class unless the investor understands, and is able to bear the risks associated
with, that Class.
Standard Definitions and Abbreviations for Classes and Components
Classes of Securities (as well as Components of such Classes) are categorized according
to Principal Types, Interest Types and Other Types. The chart attached as Appendix I
identifies and generally defines most of these categories. The first column of the chart shows the
standard abbreviation for each Class Type. Each Offering Circular Supplement will identify the
category of Classes of the related Securities (and the related Terms Sheet will identify the
category of any related Components) by means of one or more of these abbreviations.