REMIC Elections In the opinion of Cleary, Gottlieb, Steen & Hamilton, the Trust will constitute a Single REMIC Series for federal income tax purposes. Regular Securities The Regular Securities will be treated as debt instruments issued by the Trust REMIC for federal income tax purposes. Income on the Regular Securities must be reported under an accrual method of accounting. The Class SD and SV Securities are "Interest Weighted Securities" as described in "Certain Federal   Income   Tax   Consequences – Tax   Treatment   of   Regular   Securities – Interest Weighted Securities and Non-VRDI Securities" in the Base Offering Circular. Although the tax treatment  of  Interest  Weighted  Securities  is  not  entirely  certain,  Holders  of  the  Interest Weighted Securities should expect to accrue all income on these Securities (other than income attributable  to  market  discount  or  de  minimis  market  discount)  under  the  original  issue discount ("OID") rules based on the expected payments on these securities at the prepayment assumption described below. The Class Z Securities are Accrual Securities. Holders of Accrual Securities are required to accrue all income from their Securities (other than income attributable to market discount or de minimis market discount) under the OID rules based on the expected payments on the Accrual Securities at the prepayment assumption described below. Other than the Securities described in the preceding two paragraphs, based on anticipated prices (including accrued interest), the assumed Mortgage Loan characteristics,  the prepay- ment assumption described below and, in the case of Class F, FD, FV and S Securities, the constant LIBOR value described below, no Classes are expected to be issued with OID. Prospective  investors  in  the  Securities  should  be  aware,  however,  that  the  foregoing expectations about OID could change because of differences (1) between anticipated purchase prices and actual purchase prices or (2) between the assumed characteristics of the Trust Assets and the characteristics of the Trust Assets actually delivered to the Trust. The prepayment assumption that should be used in determining the rates of accrual of OID, if any, on the Regular Securities is 400% PSA in the case of the Group 1 Securities and 406% PSA in the case of the Group 2 Securities (as described in "Yield, Maturity and Prepayment Considerations" in this Supplement). In the case of Class F, FD, FV and S Securities, the value of LIBOR to be used for these determinations is 1.75% in the case of Classes F, FV and S and 1.85% in the case of Class FD. No representation is made, however, about the rate at which prepayments on the Mortgage Loans underlying any Group of Trust Assets actually will occur or the level of LIBOR at any time after the date of this Supplement. See "Certain Federal Income Tax Consequences" in the Base Offering Circular. The Regular Securities generally will be treated as "regular interests" in a REMIC for domestic building and loan associations, "permitted assets" for financial asset securitization investment  trusts  ("FASITs"),  and  "real  estate  assets"  for  real  estate  investment  trusts ("REITs") as described in "Certain Federal Income Tax Consequences" in the Base Offering Circular. Similarly, interest on the Regular Securities will be considered "interest on obliga- tions secured by mortgages on real property" for REITs. Residual Securities The Class R Securities will represent the beneficial ownership of the Residual Interest in the Trust REMIC. The Residual Securities, i.e., the Class R Securities, generally will be treated S-23