you may not be able to take advantage of
higher yielding investment opportunities.
The final payment on your security may occur
much earlier than the final distribution date.
Support securities will be more sensitive to
rates of principal payments than other
securities. If principal prepayments result in
principal distributions on any distribution
date equal to or less than the amount needed
to produce scheduled payments on the PAC
and TAC classes, the related support classes
will not receive any principal distribution on
that date (other than from any applicable
accrual amount). If prepayments result in
principal distributions on any distribution
date greater than the amount needed to
produce scheduled payments on the related
PAC and TAC classes for that distribution
date, this excess will be distributed to the
related support classes.
The rate of principal payments on the
underlying SMBS securities will directly
affect the rate of principal payments on
the group 1 securities. The underlying
SMBS securities will be sensitive to the rate
of payments of principal (including
prepayments) of the related mortgage loans.
If prevailing interest rates are higher than the
interest rates on the related mortgage loans,
then borrowers will be less likely to make
principal prepayments resulting in slower
returns of principal payments on the group 1
securities. If prevailing interest rates are
lower than the interest rates on the related
mortgage loans, then the underlying SMBS
securities will experience significant
principal prepayments resulting in faster
prepayments than anticipated by investors in
the group 1 securities.
This supplement contains no information as
to whether the underlying SMBS securities
have performed as originally anticipated.
Additional information as to the underlying
SMBS securities may be obtained by
performing an analysis of current factors of
the underlying SMBS securities in light of
applicable information contained in the
underlying SMBS security disclosure
document.
The securities may not be a suitable
investment for you. The securities,
especially the group 1 securities and, in
particular, support, 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
assurance that a secondary market will
develop, that any secondary market will
continue, or that the price at which you can
sell an investment in any class will enable
you to realize a desired yield on that
investment.
You will bear the market risks of your
investment. 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
illiquidity and can be expected to do so in
the future. Illiquidity can have a severely
adverse effect on the prices of classes that are
especially sensitive to prepayment or interest
rate risk or that have been structured to meet
the investment requirements of limited
categories of investors.
The residual securities may experience
significant adverse tax timing consequences.
Accordingly, you are urged to consult tax
advisors and to consider the after-tax effect of
ownership of a residual security and the
suitability of the residual securities to your
investment objectives. See "Certain Federal
Income Tax Consequences" in this
supplement and in the base offering circular.
You are encouraged to consult advisors
regarding 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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