the priorities for the distribution of princi-
pal among the classes of the related under-
lying series.
As described in the related underlying certifi-
cate disclosure documents, certain of the
underlying certificates included in trust asset
group 3 are not entitled to distributions of
principal until certain classes of the related
underlying series have been retired and, ac-
cordingly, distributions of principal of the
related mortgage loans for extended periods
may be applied to the distribution of princi-
pal of those classes of certificates having
priority over the underlying certificates. In
addition, certain of the underlying certifi-
cates included in trust asset group 3 are
support classes that are entitled to receive
principal distributions only if scheduled pay-
ments have been made on other specified
classes of the related underlying series (or if
specified classes have been retired). Accord-
ingly, such underlying certificates may re-
ceive no principal distributions for extended
periods of time or may receive principal pay-
ments that vary widely from period to period.
In addition, the principal entitlement of one
of the underlying certificates included in
trust asset group 3 on any payment date is
calculated on the basis of schedules; no as-
surance can be given that the underlying
certificates will adhere to their schedules.
Further, prepayments on the related mort-
gage loans may have occurred at rates faster
or slower than those initially assumed.
This supplement contains no information as
to whether such underlying certificate in-
cluded in trust asset group 3 has adhered to
its principal balance schedules, whether any
of its related supporting classes remain out-
standing or whether any of the underlying
certificates otherwise have performed as orig-
inally anticipated. Additional information as
to the underlying certificates may be ob-
tained by performing an analysis of current
principal factors of the underlying certifi-
cates in light of applicable information con-
tained in the related underlying certificate
disclosure documents.
The securities may not be a suitable invest-
ment for you. The securities, especially the
group 3, 4, 7, 8, 9, 10, 11, 12 and 13 securi-
ties and, in particular, the component, sup-
port, interest only, principal only, inverse
floating rate, accrual and residual classes, are
not suitable investments for all investors.
In addition, although the sponsor intends to
make a market for the purchase and sale of
the securities after their initial issuance, it
has no obligation to do so. There is no assur-
ance that a secondary market will develop,
that any secondary market will continue, or
that the price at which you can sell an invest-
ment in any class will enable you to realize a
desired yield on that investment.
You will bear the market risks of your invest-
ment. The market values of the classes are
likely to fluctuate. These fluctuations may be
significant and could result in significant
losses to you.
The secondary markets for mortgage-related
securities have experienced periods of illi-
quidity and can be expected to do so in the
future. Illiquidity can have a severely adverse
effect on the prices of classes that are espe-
cially sensitive to prepayment or interest rate
risk or that have been structured to meet the
investment requirements of limited catego-
ries of investors.
The residual securities may experience sig-
nificant adverse tax timing consequences. Ac-
cordingly, you are urged to consult tax
advisors and to consider the after-tax effect of
ownership of a residual security and the suit-
ability of the residual securities to your in-
vestment objectives. See "Certain Federal
Income Tax Consequences" in this supple-
ment and in the base offering circular.
You are encouraged to consult advisors re-
garding the financial, legal, tax and other
aspects of an investment in the securities.
You should not purchase the securities of
any class unless you understand and are able
to bear the prepayment, yield, liquidity and
market risks associated with that class.
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