Base Offering Circular – Multifamily 38 calculated using the Pricing Prepayment Assumptions.  Under the Code, except as otherwise provided in Treasury regulations to be issued, amortized premium would be treated as an offset to interest income on a Regular Security and not as a separate deduction item.  If a Holder makes an election to amortize premium on a Regular Security, such election will apply to all taxable debt instruments (including all REMIC regular interests) held by the Holder at the beginning of the taxable year in which the election is made, and to all taxable debt instruments acquired thereafter by such Holder, and will be irrevocable without the consent of the Service.  Purchasers who pay a premium for the Regular Securities should consult their tax advisors regarding the election to amortize premium and the method to be employed. Under the Contingent Payment Regulations, a secondary market purchaser of a Non- VRDI Security or an Interest Weighted Security at a premium generally would continue to accrue interest and determine adjustments on such Security based on the original projected payment schedule devised by the issuer of such Security.  See “Certain Federal Income Tax Consequences—Original Issue Discount—Interest Weighted Securities and Non-VRDI Securities” herein.  The Holder of such a Security would allocate the difference between its basis in the Security and the adjusted issue price of the Security as negative adjustments to the accruals or projected payments on the Security over the remaining term of the Security in a reasonable manner (e.g., based on a constant yield to maturity). Prepayment Penalties According to regulations issued by the Treasury Department, a REMIC may allocate among and pay to its regular interest holders any customary Prepayment Penalties that the REMIC receives with respect to its qualified mortgages.  No authority addresses the tax consequences to Regular Securityholders upon the accrual or payment of these amounts.  In the absence of further guidance, or unless otherwise stated in the related Offering Circular Supplement, the Tax Administrator intends to report any payment of a Prepayment Penalty as a payment of additional interest on the related Security (or as additional OID, if the related Security is a Notional or Accrual Class Security). Gain or Loss on Disposition If a Regular Security is sold, the Holder will recognize gain or loss equal to the difference between the amount realized on the sale and his adjusted basis in the Security.  Similarly, a Holder who receives a scheduled or prepaid principal payment with respect to a Regular Security will recognize income or loss equal to the difference between the amount of the payment and the allocable portion of his adjusted basis in the Security.  Any such income will be treated as ordinary income, rather than capital gain, to the extent such income reflects OID that is not de minimis.  The adjusted basis of a Regular Security generally will equal the cost of the Security to the Holder, increased by any OID or market discount previously includible in the Holder’s gross income with respect to the Security, and reduced by the portion of the basis of the Security allocable to payments on the Security previously received by the Holder and by any amortized premium.  Except to the extent that the market discount rules apply and except as provided below, any gain or loss on the sale or other disposition of a Regular Security generally will be capital gain or loss.  Such gain or loss will be long-term gain or loss if the Security is held as a capital asset for more than one year.