REMIC Elections In the opinion of Cleary Gottieb Steen & Hamilton LLP, 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 OA, OB, OC and OJ 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 DI, EI, GI, IP, NS, SA, SB, SC, SG, SI and SJ 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 ZA, ZB and ZC 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. In addition to 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  and Inverse Floating  Rate  Classes,  the  constant  LIBOR  value  described  below,  Classes  S  and  SD  are 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, on the Regular Securities is 210% PSA in the case of the Group 1 Securities, 220% PSA in the case of the Group 2 Securities, 502% PSA in the case of the Group 3 Securities and 334% PSA in the case of the Group 4 Securities (as described in "Yield, Maturity and Prepayment Considera- tions" in this Supplement). In the case of the Floating Rate and Inverse Floating Rate Classes, the constant value of LIBOR to be used for these determinations is 3.0% in the case of the Group 1 Securities, 3.2% in the case of the Group 2 Securities, 3.09% in the case of the Group 3 Securities and 3.18% in the case of the Group 4 Securities. 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 and "real estate assets" for real estate investment trusts S-34