Base Offering Circular – Multifamily 29 (“Teaser Securities”).  The OID Regulations provide an alternative test under which a Teaser Security may be considered to have a de minimis amount of OID (the “Alternative De Minimis Amount”) even though the amount of OID on such Security would be more than de minimis as determined under the regular test.  The Alternative De Minimis Amount applies only if the stated interest on a Teaser Security would be qualified stated interest but for the fact that the interest rate effective in the Teaser Period or Periods is below the rate applicable for the remainder of its term.  Under the alternative test, the amount of OID on a Teaser Security that is measured against the Alternative De Minimis Amount is the greater of (i) the excess of the stated principal amount of the Security over its issue price (“True Discount”) and (ii) the amount of interest that would be necessary to be payable on the Security in order for all stated interest to be qualified stated interest (the “Additional Interest Amount”).  If the amount of OID on a Teaser Security eligible for the alternative test exceeds the Alternative De Minimis Amount, the Security will be treated as issued with OID.  In that case, the stated redemption price at maturity of such Security would be deemed to include either (i) all of the stated interest on the Security or (ii) all stated interest on the Security in excess of the lowest effective interest rate on such Security in any Teaser Period.  Consequently, the Holder of such a Security would be required to recognize in the Teaser Period ordinary income arising from OID in addition to any qualified stated interest for such Period. If the period between the Closing Date and the first Distribution Date (the “Initial Distribution Period”) of a Current Interest Class is shorter than the interval between subsequent Distribution Dates, the effective rate of interest payable on a Security during the Initial Distribution Period will be higher than the stated rate of interest if a Holder receives interest on the initial Distribution Date based on a full accrual period.  To the extent that the interest payment due on the first Distribution Date exceeds the amount that would have been payable had the effective rate for that period been equal to the stated interest rate, that payment (an “Excess Interest Payment”) will be treated as a Deemed Principal Payment.  Consequently, a Security having an Excess Interest Payment may have OID, although the determination of whether such a Security has OID will also take into account (i) the fact that the Security’s issue price includes any interest accrued as of the Closing Date (which may equal or exceed the amount of the Excess Interest Payment) and (ii) the de minimis rules described above.  In the absence of further guidance, the Tax Administrator will treat all interest payable on such Security other than the Excess Interest Payment as qualified stated interest, to the extent it otherwise would so qualify. Accrual of Original Issue Discount.  The Holder of a Regular Security generally must include in gross income the sum, for all days during his taxable year on which he holds the Regular Security, of the “daily portions” of the OID on such Security.  In the case of an original Holder of a Regular Security, the daily portions of OID with respect to such Security generally will be determined by allocating to each day in any accrual period the Security’s ratable portion of the excess, if any, of (i) the sum of (a) the present value of all projected payments under the Security yet to be received as of the close of such period plus (b) the amount of Deemed Principal Payments received on the Security during such period over (ii) the Security’s “adjusted issue price” at the beginning of such period.  The accrual period that will be used by the Tax Administrator for purposes of computing the daily portions on a Regular Security will be the one month (or shorter period) ending on each Payment Date.  The present value of projected payments yet to be received on a Regular Security is to be computed using the Pricing Prepayment Assumptions and the Security’s original yield to maturity (adjusted to take into