Base Offering Circular – Multifamily 21 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 at a time when those investors are unable to reinvest at interest rates as favorable as the Interest Rates of the applicable Classes of Securities.  If the prepayment rate on the Mortgage Loans decreases during a period of rising interest rates, investors may receive declining principal distributions when those investors otherwise may have been able to reinvest at higher interest rates than the Interest Rates of the applicable Classes of Securities. Payment Delay Distributions of interest on the Securities on any Distribution Date will include interest accrued thereon through the Accounting Date, which for Fixed Rate Classes and Delay Classes is the last day of the month preceding the month in which such Distribution Date occurs. The effective yield to the Holders of such Securities will be lower than the yield otherwise produced by the applicable Interest Rate and purchase price because interest will not be distributed on such Securities that are Book-Entry Securities until the Distribution Date in the month following the month in which such interest accrues on the Trust Assets, and interest will not be distributed on Certificated Securities until the Business Day after such Distribution Date. Assumability of Mortgage Loans Mortgage Loans do not contain “due-on-sale” clauses restricting sale or other transfer of the related Mortgaged Properties.  Any transfer of a Mortgaged Property is subject to HUD review and approval under the terms of HUD’s Regulatory Agreement with the owner, which is incorporated by reference into the mortgage. Weighted Average Life The Weighted Average Life of a security refers to the average amount of time that will elapse from the date of its issuance until each dollar of principal of that security will be repaid to the investor.  As a result, any projection of the Weighted Average Life of and yield on any Class of the Securities must include an assumption about the anticipated timing and amount of payments on those Securities, which will depend upon the rate of prepayments of the Mortgage Loans, including optional borrower prepayments and prepayments resulting from liquidation of defaulted Mortgage Loans.  In general, prepayments of principal and defaults on the Mortgage Loans will shorten the Weighted Average Life and term to maturity of each related Class of Securities. The Weighted Average Life of a Class is determined by (a) multiplying the amount of the net reduction, if any, of the Class Principal Balance (or Class Notional Balance) of such Class