CERTAIN FEDERAL INCOME TAX CONSEQUENCES The following tax discussion, when read in conjunction with the discussion of "Certain Federal  Income  Tax  Consequences"  in  the  Base  Offering  Circular,  describes  the  material federal  income  tax  considerations  for  investors  in  the  Securities.  However,  these  two  tax discussions do not purport to deal with all federal tax consequences applicable to all categories of investors, some of which may be subject to special rules. Investors should consult their own tax advisors in determining the federal, state, local  and  any  other  tax  consequences  to  them  of  the  purchase,  ownership  and disposition of the Securities. REMIC Elections In the opinion of Cleary, Gottlieb, Steen & Hamilton, the Trust will constitute a Double REMIC Series for federal income tax purposes. Separate REMIC elections will be made for the Pooling REMIC and the Issuing REMIC. Regular Securities The Regular Securities will be treated as debt instruments issued by the Issuing REMIC for federal income tax purposes. Income on the Regular Securities must be reported under an accrual method of accounting. The Class EA, EB, EC, ED and EL Securities are Principal Only Securities. Principal Only Securities are treated for federal income tax purposes as having been issued with an amount of original issue discount ("OID") equal to the difference between their principal balance and their issue price. The Class  ID, IE, IG, IH, IL, IN, IO, IV, IY, UA, UB, UC, UD, XI and XS 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 OID rules based on the expected payments on these securities at the prepayment assumption described below. The  Class  XZ,  ZA,  ZB  and  ZC  Securities  are  Accrual  Securities.  Holders  of  Accrual Securities are required to accrue all income from their Securities (other than income attributa- ble 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 Regular Securities described in the preceding three paragraphs, based on anticipated prices (including accrued interest), the assumed Mortgage Loan characteristics, the prepayment assumption described below and, in the case of the Floating Rate  Classes, the constant LIBOR value described below, no Class of Regular Securities is expected to be issued with OID. Prospective investors in the Regular Securities should be aware, however, that the forego- ing  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, S-45