Base Offering Circular – Multifamily 930060 26 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 Modifiable or 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 the “residual interest” 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 Series.  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 856(c)(4)(A) of the Code; and interest on such Securities will be considered “interest on obligations secured by mortgages on real property” within the meaning of section 856(c)(3)(B), all in the same proportion that the related Trust REMIC’s assets would so qualify.  If 95% or more of the assets of a given Trust REMIC constitute qualifying assets for DB&Ls and REITs, the related Securities and the income thereon will be treated entirely as qualifying assets and income for DB&Ls and REITs.  In the case of a Trust that issues a Double REMIC Series, the Trust REMICs related to such Double REMIC Series will be treated as a single REMIC for purposes of determining the extent to which the related Securities and the income thereon will be treated as such assets and income.  Regular and Residual Securities held by a financial institution to which section 585 of the Code applies will be treated as evidences of indebtedness for purposes of section 582(c)(1) of the Code.  Regular Securities also will be “qualified mortgages” within the meaning of section 860G(a)(3) of the Code with respect to other REMICs. Tax Treatment of Regular Securities General Except as described below for Regular Securities issued with OID or acquired with market discount or premium, interest paid or accrued on a Regular Security will be treated as ordinary income to the Holder and a principal payment on such Security will be treated as a return of capital to the extent that the Holder’s basis in the Security is allocable to that payment.   Although the treatment of Payment Penalties is not certain, it is likely that Prepayment Penalties distributed in respect of a Regular Security will be treated as ordinary income, or interest income, for the period in which it is paid.  Holders of Regular Securities must report income from such Securities under an accrual method of accounting, even if they otherwise would have used the cash receipts and disbursements method.  The Tax Administrator will report annually to