Base Offering Circular – Multifamily 30 account the length of the particular accrual period), and taking into account Deemed Principal Payments actually received on the Security prior to the close of the accrual period.  The adjusted issue price of a Regular Security at the beginning of the first accrual period is its issue price.  The adjusted issue price at the beginning of each subsequent period is the adjusted issue price of the Security at the beginning of the preceding period increased by the amount of OID allocable to that period and reduced by the amount of any Deemed Principal Payments received during that period.  Thus, an increased (or decreased) rate of prepayments received with respect to a Regular Security will be accompanied by a correspondingly increased (or decreased) rate of recognition of OID by the Holder of such Security. The yield to maturity of a Regular Security is calculated based on the Pricing Prepayment Assumptions.  Contingencies, such as the exercise of “mandatory redemptions,” that are taken into account by the parties in pricing the Regular Security typically will be subsumed in the Pricing Prepayment Assumptions and thus will be reflected in the Security’s yield to maturity. If a subsequent Holder’s adjusted basis in the Security immediately after the acquisition exceeds the adjusted issue price of the Security, but is less than or equal to the sum of the Deemed Principal Payments to be received under the Security after the acquisition date, the amount of OID on the Security will be reduced by a fraction, the numerator of which is the excess of the Security’s adjusted basis immediately after its acquisition over the adjusted issue price of the Security and the denominator of which is the excess of the sum of all Deemed Principal Payments to be received on the Security after the acquisition date over the adjusted issue price of the Security.  For that purpose, the adjusted basis of a Regular Security generally is reduced by the amount of any qualified stated interest that is accrued but unpaid as of the acquisition date.  Alternatively, the subsequent Holder of a Regular Security having OID may make a Constant Yield Election with respect to the Security, as described below.  If the subsequent Holder’s adjusted basis in a Regular Security, immediately after its acquisition, exceeds the sum of all Deemed Principal Payments to be received on the Security after the acquisition date, the Holder will no longer be required to accrue OID on the Security, and the Holder can elect to reduce the amount of interest income recognized on the Security by the amount of amortizable premium.  See “—Amortizable Premium” below. Special Rules and Considerations.  If the amount of OID computed for a Regular Security during an accrual period is negative (“Negative OID”), the amount of OID on such Security will be treated as zero for that period, and the Holder generally will be entitled to offset the Negative OID only against future positive OID on the Security.  Although the law is unclear in some respects, a corporate Holder whose Regular Security has Negative OID may be entitled to deduct a loss when and to the extent that its adjusted basis in the Regular Security exceeds the maximum amount of future payments to which the Regular Security entitles it.  Similarly, certain non-corporate Holders may be entitled to the same treatment if their Regular Securities are involved in their trade or business.  It is unclear whether other non-corporate Holders may claim any tax benefit related to a Regular Security with Negative OID (other than an offset against future positive OID generated by such Security) prior to its maturity.  Prospective Holders should consult their own tax advisors with respect to the tax consequences to them of Negative OID.