Asset Backed Funding Corp – ‘424B5’ on 2/11/04 re: Asset Backed Funding Corp C Bass Mor LN as BK Ce Se 2004 CB1

On:  Wednesday, 2/11/04, at 12:59pm ET   ·   Accession #:  1125282-4-387   ·   File #s:  333-108551, -03

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Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       Prospectus Supplement                                237   1.37M 

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PROSPECTUS SUPPLEMENT                                                           
(To prospectus dated January 28, 2004)                                          

[C-BASS LOGO]                                               [RADAR VIEWER LOGO] 

$411,512,000 (Approximate)
 C-BASS Mortgage Loan Asset-Backed Certificates, Series 2004-CB1
 CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC
Seller
LITTON LOAN SERVICING LP
Servicer
ASSET BACKED FUNDING CORPORATION
 Depositor

------------------

               Initial Certificate                Pass-Through
Class                       Balance(1)                        Rate              
-------------------     -------------------      ------------------------------ 
AF-1...............       $104,456,000.00                  4.020%(2)            
AV-1...............        $80,000,000.00        One-Month LIBOR plus 0.310%(3) 
AV-2...............       $132,186,000.00        One-Month LIBOR plus 0.180%(3) 
AV-3...............        $26,991,000.00        One-Month LIBOR plus 0.430%(3) 
M-1................        $24,394,000.00        One-Month LIBOR plus 0.600%(3) 
M-2................        $21,212,000.00        One-Month LIBOR plus 1.180%(3) 
M-3................         $6,364,000.00        One-Month LIBOR plus 1.400%(3) 
B-1................         $5,303,000.00        One-Month LIBOR plus 1.700%(3) 
B-2................         $5,303,000.00        One-Month LIBOR plus 1.800%(3) 
B-3................         $5,303,000.00        One-Month LIBOR plus 2.950%(3) 

-------------------                                                             

(1) Plus or minus 5%.                                                           

(2) The Class AF-1 Certificates are subject to a pass-through rate increase     
following the optional termination date, as described in this prospectus        
supplement.                                                                     

(3) The Class AV-1, Class AV-2, Class AV-3, Class M and Class B Certificates    
will bear interest at a variable rate that is subject to an interest rate cap   
and a margin increase following the optional termination date, as described in  
this prospectus supplement.                                                     

Only the ten classes of certificates identified above are being offered by this 
prospectus supplement and the accompanying prospectus.                          

The Certificates                                                                

o    Represent ownership interests in a trust consisting primarily of a pool of 
     first, second and third-lien residential mortgage loans. The mortgage loans
will be segregated into two loan groups. Loan group I will consist of 
fixed-rate mortgage loans. Loan group II will consist of fixed and    
adjustable-rate mortgage loans.                                       

o    The Class AF-1, Class AV-1, Class AV-2 and Class AV-3 Certificates will be 
senior certificates.                                                  

o    The Class M and Class B Certificates are subordinate to and provide credit 
     enhancement for the senior certificates. Each class of Class M Certificates
   is further subordinated to and provides credit enhancement for each class
    of Class M Certificates with lower numerical class designations. The Class
  B Certificates are subordinate to and provide credit enhancement for the
Class M Certificates. Each class of Class B Certificates is further   
   subordinated to and provides credit enhancement for each class of Class B
Certificates with lower numerical class designations.                 

Credit Enhancement                                                              

o    Subordination - The subordinated certificates are subordinate in right of  
certain payments to the senior certificates and to those classes of   
subordinated certificates higher in order of payment priority.        

o    Overcollateralization - Certain excess interest received from the mortgage 
loans will be applied as payments of principal on the certificates to 
maintain a required level of overcollateralization.                   

o    Cross-Collateralization - Under certain circumstances, payments on the     
    mortgage loans in one loan group may be used to make certain distributions
to holders of certificates relating to the other loan group.          

Neither the Securities and Exchange Commission nor any state securities         
commission has approved the offered certificates or determined that this        
prospectus supplement or the accompanying prospectus is accurate or complete.   
Any representation to the contrary is a criminal offense.                       

The underwriters will purchase the offered certificates from the depositor and  
will offer the offered certificates to investors at varying prices to be        
determined at the time of sale. The depositor expects that the offered          
certificates will be available for delivery to investors in book-entry form     
through The Depository Trust Company, Clearstream Banking or the Euroclear      
System on or about February 12, 2004. Total proceeds to the depositor for the   
offered certificates will be approximately 100.00% of the initial principal     
balance of the offered certificates (plus accrued interest in the case of the   
Class AF-1 Certificates), before deducting expenses payable by the depositor.   

Banc of America Securities LLC                                          JPMorgan
(Sole Lead Manager)                                                 (Co-Manager)

The date of this Prospectus Supplement is February 9, 2004

------------------------------------------------------------------------------- 
Carefully consider the "Risk Factors" beginning on page S-12 of this prospectus 
supplement and on page 10 in the accompanying prospectus.                       

The offered certificates are not insured or guaranteed by any governmental      
agency or instrumentality.                                                      

The offered certificates represent interests in the trust only and will not be  
obligations of or represent interests in any other entity. This prospectus      
supplement may be used to offer and sell the offered certificates only if       
accompanied by the prospectus.                                                  
--------------------------------------------------------------------------------

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                                                                          ----
SUMMARY OF PROSPECTUS SUPPLEMENT....................................        S-5 

RISK FACTORS........................................................       S-12 
  Nature of sub-prime mortgage loans may increase risk of loss.....       S-12
There are risks involving unpredictability of prepayments and             
    the effect of prepayments on yields............................       S-12
  There are risks related to owner-financed mortgage loans.........       S-13
The recovery of defaulted amounts under the FHA program is                
    uncertain......................................................       S-13
  There are risks relating to alternatives to foreclosure..........       S-13
There is a risk that interest payments on the mortgage loans              
     may be insufficient to maintain overcollateralization.........       S-14
There is a risk that mortgage interest rates will affect the              
     pass-through rates of the offered certificates................       S-14
  There are risks relating to subordinate loans....................       S-15
  There are risks in holding subordinated certificates.............       S-15
There is a risk that interest payments on the mortgage loans              
     may be insufficient to pay interest on your certificates......       S-16
There is a risk relating to the potential inadequacy of credit            
     enhancement for the offered certificates......................       S-16
The yield maintenance agreement is subject to counterparty                
     risk..........................................................       S-17
There is a risk because the certificates are not obligations of           
     any entity....................................................       S-17
Limitations on advances of principal or interest with respect             
to certain mortgage loans could adversely affect the yield          
     on your certificates..........................................       S-17
There is a risk that there may be a delay in receipt of                   
liquidation proceeds, and that liquidation proceeds may             
     be less than the outstanding balance of the mortgage loan.....       S-17
Some of the mortgage loans have an initial interest only period,          
     which may result in increased delinquencies and losses........       S-17
There is an increased risk of loss relating to high combined              
     loan-to-value ratios..........................................       S-18
There are risks relating to geographic concentration of the               
     mortgage loans................................................       S-18
  There are risks relating to balloon loans........................       S-19
The lack of a secondary market may limit your ability to                  
     sell your certificates........................................       S-19
Violations of federal, state and local laws may cause losses              
on your certificates. S-19 In the event the seller is not           
able to repurchase or replace defective mortgage loans you          
     may suffer losses on your certificates........................       S-20
  Suitability of the offered certificates as investments...........       S-20
  Conflicts of interest between the servicer and the trust.........       S-20
United States military operations may increase risk of                    
     shortfalls in interest........................................       S-20

THE MORTGAGE POOL...................................................       S-21 
  General..........................................................       S-21
  Mortgage Pool Statistics.........................................       S-23
  Group I Mortgage Loan Statistics.................................       S-33
  Group II Mortgage Loan Statistics................................       S-40
  The Index........................................................       S-50
  FHA Mortgage Loans...............................................       S-50
  Terms of the Mortgage Loans......................................       S-51

THE SELLER..........................................................       S-52 

UNDERWRITING STANDARDS..............................................       S-52 

THE SERVICER........................................................       S-54 

THE POOLING AND SERVICING AGREEMENT.................................       S-56 
  General..........................................................       S-56
  Assignment of the Mortgage Loans.................................       S-56
Payments on Mortgage Loans; Deposits to Collection Account and            
     Distribution Account..........................................       S-58
  Advances.........................................................       S-58
  The Trustee......................................................       S-59
  Servicing and Other Compensation and Payment of Expenses.........       S-60
  Pledge and Assignment of Servicer's Rights.......................       S-60
  Optional Termination.............................................       S-60
  Optional Purchase of Defaulted Loans.............................       S-60
  Events of Servicing Termination..................................       S-61
  Rights upon Event of Servicing Termination.......................       S-61
  Voting Rights....................................................       S-61
  Amendment........................................................       S-61

DESCRIPTION OF THE CERTIFICATES.....................................       S-62 
  General..........................................................       S-62
  Book-Entry Certificates..........................................       S-62
  Allocation of Available Funds....................................       S-66
  Interest Distributions...........................................       S-66
  Principal Distributions..........................................       S-68
  Allocation of Losses.............................................       S-74
  Application of Monthly Excess Cashflow Amounts...................       S-75

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  Pass-Through Rates...............................................       S-79
  Calculation of LIBOR.............................................       S-80
  The Yield Maintenance Agreement..................................       S-81
  Reserve Account..................................................       S-81

YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS.......................       S-81 
  Additional Information...........................................       S-83
  Weighted Average Lives...........................................       S-83
  Final Scheduled Distribution Dates...............................       S-99

USE OF PROCEEDS.....................................................       S-99 

CERTAIN MATERIAL FEDERAL INCOME TAX CONSEQUENCES....................       S-99 
  General..........................................................       S-99
  Taxation of Regular Interests....................................       S-99
  Taxation of the Basis Risk Arrangements..........................      S-100
  REMIC Taxes and Reporting........................................      S-101

STATE TAXES.........................................................      S-101 

ERISA CONSIDERATIONS................................................      S-101 

LEGAL INVESTMENT....................................................      S-104 

METHOD OF DISTRIBUTION..............................................      S-104 

LEGAL MATTERS......................................................       S-104 

RATINGS............................................................       S-105 

INDEX OF PRINCIPAL DEFINITIONS.....................................       S-106 

ANNEX I GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION                      
  PROCEDURES......................................................         I-1

ANNEX II CAP NOTIONAL AMOUNT, STRIKE RATE AND SCALE FACTOR                      
  SCHEDULE........................................................        II-1

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IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
 PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

         The depositor describes the certificates in two separate documents that
progressively provide more detail:                                              

o        the accompanying prospectus, which provides general  
                  information, some of which may not apply to your certificates,
and                                         

         o        this prospectus supplement, which describes the specific terms
of your certificates.                       

     If the description of the terms of your certificates varies between
this prospectus supplement and the accompanying prospectus, you should rely on  
the information in this prospectus supplement.                                  

     Cross-references are included in this prospectus supplement and the
accompanying prospectus to captions in these materials where you can find       
further related discussions. The foregoing Table of Contents and the Table of   
Contents included in the accompanying prospectus provide the pages on which     
these captions are located.                                                     

     You can find a listing of the pages where capitalized terms used in
this prospectus supplement and the accompanying prospectus are defined under the
caption "Index of Principal Definitions" beginning on page S-106 in this        
document and under the caption "Index of Significant Definitions" beginning on  
page 121 in the accompanying prospectus. Any capitalized terms used but not     
defined in this prospectus supplement have the meanings assigned in the         
accompanying prospectus.                                                        

------------- 

    This prospectus supplement and the accompanying prospectus contain
forward-looking statements relating to future economic performance or           
projections and other financial items. Such forward-looking statements, together
with related qualifying language and assumptions, are found in the material,    
including each of the tables, set forth under "Risk Factors" and "Yield,        
Prepayment and Maturity Considerations." Forward-looking statements are also    
found elsewhere in this prospectus supplement and the accompanying prospectus,  
and may be identified by, among other things, the use of forward-looking words  
such as "expects," "intends," "anticipates," "estimates," "believes," "may" or  
other comparable words. Such statements involve known and unknown risks,        
uncertainties and other important factors that could cause the actual results or
performance to differ materially from such forward-looking statements. Those    
risks, uncertainties and other factors include, among others, general economic  
and business conditions, competition, changes in political, social and economic 
conditions, regulatory initiatives and compliance with government regulations,  
customer preference and various other matters, many of which are beyond the     
depositor's control. These forward-looking statements speak only as of the date 
of this prospectus supplement. The depositor expressly disclaims any obligation 
or undertaking to update or revise forward-looking statements to reflect any    
change in the depositor's expectations or any change in events, conditions or   
circumstances on which any forward-looking statement is based.                  

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SUMMARY OF PROSPECTUS SUPPLEMENT

         Because this is a summary, it does not contain all the information that
may be important to you. You should read the entire accompanying prospectus (the
"Prospectus") and this prospectus supplement (the "Prospectus Supplement")      
carefully before you decide to purchase a certificate. If capitalized terms are 
not defined in this Prospectus Supplement, they are defined in the Prospectus.  

Issuer                                                                          

2004-CB1 Trust (the "Trust").                                                   

Title of Series                                                                 

C-BASS Mortgage Loan Asset-Backed Certificates, Series 2004-CB1.                

The Certificates                                                                

The Class AF-1, Class AV-1, Class AV-2, Class AV-3, Class M-1, Class M-2, Class 
M-3, Class B-1, Class B-2, Class B-3, Class B-4, Class N, Class X and Class R   
Certificates are the entire ownership interest in a trust fund which is composed
of first, second and third lien mortgage loans. The trust will issue the        
certificates pursuant to a pooling and servicing agreement among Credit-Based   
Asset Servicing and Securitization LLC, as seller, Asset Backed Funding         
Corporation, as depositor, Litton Loan Servicing LP, as servicer, and U.S. Bank 
National Association, as trustee. The trust is offering the Class AF-1, Class   
AV-1, Class AV-2, Class AV-3, Class M-1, Class M-2, Class M-3, Class B-1, Class 
B-2 and Class B-3 Certificates as book-entry securities clearing through The    
Depository Trust Company ("DTC") (in the United States) or Clearstream Banking  
("Clearstream") or the Euroclear System ("Euroclear") (in Europe). See          
"Description of the Certificates--Book-Entry Certificates" in this Prospectus   
Supplement.                                                                     

The Offered Certificates                                                        

The underwriters are offering to sell the Class AF-1, Class AV-1, Class AV-2,   
Class AV-3, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 
Certificates. The Class B-4, Class N, Class X and Class R Certificates are not  
being offered by the Prospectus Supplement.                                     

Depositor of Mortgage Loans                                                     

Asset Backed Funding Corporation will deposit the mortgage loans in the trust.  
The depositor is a Delaware corporation and a wholly-owned, indirect subsidiary 
of Bank of America Corporation. The depositor is an affiliate of Banc of America
Securities LLC, one of the underwriters.                                        

Mortgage Loan Seller                                                            

On the closing date, the mortgage loans will be sold to the depositor by        
Credit-Based Asset Servicing and Securitization LLC. The mortgage loans were    
acquired by the mortgage loan seller generally in accordance with the           
underwriting standards described in "Underwriting Standards" in this Prospectus 
Supplement.                                                                     

Servicer                                                                        

Litton Loan Servicing LP will service the mortgage loans. Subject to certain    
limitations, the servicer must advance delinquent payments of principal and     
interest on the actuarial mortgage loans. The servicer will not make advances   
with respect to simple interest mortgage loans or third liens and will only     
advance interest with respect to second liens and any REO property. See "The    
Pooling and Servicing Agreement--Advances" in this Prospectus Supplement and    
"Description of the Securities--Advances in Respect of Delinquencies" in the    
Prospectus. The servicer is a wholly-owned subsidiary of the seller of the      
mortgage loans.                                                                 

Trustee                                                                         

U.S. Bank National Association, a national banking association.                 

Cut-off Date                                                                    

January 1, 2004.                                                                

Closing Date                                                                    

On or about February 12, 2004.                                                  

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Final Scheduled Distribution Dates                                              

The final scheduled distribution date for each class of offered certificates is 
set forth below:                                                                
Final Scheduled     
Class                         Distribution Date                                 
-----                         -----------------                                 
AF-1                          October 25, 2032                                  
AV-1                          September 25, 2033                                
AV-2                          September 25, 2030                                
AV-3                          September 25, 2033                                
M-1                           August 25, 2033                                   
M-2                           June 25, 2033                                     
M-3                           April 25, 2033                                    
B-1                           March 25, 2033                                    
B-2                           January 25, 2033                                  
B-3                           October 25, 2032                                  

Each such final scheduled distribution date has been calculated as described    
under "Yield, Prepayment and Maturity Considerations--Final Scheduled           
Distribution Dates" in this Prospectus Supplement.                              

The Mortgage Pool                                                               

On the closing date, the trust will acquire a pool of fixed and adjustable-rate 
mortgage loans. For purposes of calculating principal and interest distributions
on the Class A Certificates, the mortgage loans have been divided into two      
groups, designated as "group I mortgage loans" and "group II mortgage loans."   
The Class AF-1 Certificates generally represent interests in the group I        
mortgage loans and the Class AV-1, Class AV-2 and Class AV-3 Certificates       
generally represent interests in the group II mortgage loans. The remaining     
classes of certificates represent interests in all of the mortgage loans.       

The total mortgage pool had the following aggregate characteristics as of the   
cut-off date (percentages are based on the aggregate principal balance of the   
mortgage loans):                                                                

Aggregate Outstanding Principal                                                 
Balance                               $424,238,504.43                     
Average Outstanding Principal                                                   
Balance                                   $125,440.13                     
Range of Outstanding Principal              $2,400.59 to                        
Balances                                  $648,929.19                     
Average Original Principal Balance           $127,366.20                        
Range of Original Principal                 $7,900.00 to                        
Balances                                  $650,000.00                     
Loans with Prepayment Penalties                   71.32%                        
Index:                                                                          
Six-Month LIBOR                              52.00%                   
One-Year LIBOR                                0.15%                   
One-Year CMT                                  0.59%                   
Fixed-Rate                                   47.26%                   
Weighted Average Mortgage                                                       
Interest Rate                                  7.673%                     
Weighted Average Net Mortgage                                                   
Interest Rate                                  7.167%                     
Range of Mortgage Interest Rates       3.375% to 16.250%                        
Weighted Average Credit Scores*                      642                        
Range of Credit Scores*                       432 to 814                        
Weighted Average CLTV                             82.11%                        
Weighted Average Original Term to                                               
Maturity                                          341                     
Weighted Average Remaining Term                                                 
to Stated Maturity                                332                     
Percentage of Balloon Loans                        5.02%                        
Percentage of Simple Interest                                                   
Mortgage Loans                                  0.76%                     
Percentage of Second Liens                         4.03%                        
Percentage of Third Liens                         0.003%                        
Percentage of Mortgage Loans with                                               
Primary Mortgage Insurance                      9.18%                     
Percentage of FHA Insured                                                       
Mortgage Loans                                  0.13%                     
Percentage of Sub-Prime Loans                     93.21%                        
Percentage of Owner-Financed                                                    
Mortgage Loans                                  1.51%                     
Percentage of Interest Only Loans                  3.44%                        
Max ZIP Code Concentration (%)                     0.39%                        
Max ZIP Code Concentration (ZIP)                   95206                        
Top 5 Geographic Concentrations:                                                
California                                        34.79%                        
Florida                                           10.55%                        
Illinois                                           7.14%                        
New Jersey                                         3.40%                        
New York                                           3.21%                        
For the ARM loans only:                                                         
Weighted Average Maximum Mortgage                                               
Interest Rate                                 13.898%                     
Range of Maximum Mortgage                                                       
Interest Rates                     10.000% to 26.000%                     
Weighted Average Minimum Mortgage                                               
Interest Rate**                                7.486%                     
Range of Minimum Mortgage                                                       
Interest Rates**                    0.750% to 13.500%                     
Weighted Average Initial Rate                                                   
Adjustment Cap                                 2.572%                     

*Where Credit Scores were available.                                            
**For Adjustable-Rate Mortgage Loans with no Minimum                            
Mortgage Interest Rate specified, the Minimum Mortgage                          
Interest Rate will be the Gross Margin.                                         

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Range of Initial Rate Adjustment                                                
Cap                                  1.000% to 6.000%                     
Weighted Average Periodic Rate                                                  
Adjustment Cap                                 1.120%                     
Range of Periodic Rate Adjustment                                               
Caps                                 1.000% to 3.000%                     
Weighted Average Months to Next                                                 
Adjustment Date                                    22                     
Range of Months to Next                                                         
Adjustment Date                  1 month to 58 months                     
Weighted Average Interest                                                       
Adjustment Frequency                         6 months                     

Group I Mortgage Loans

The group I mortgage loans will consist of FHA insured mortgage loans and       
conventional fixed-rate mortgage loans with the following characteristics as of 
the cut-off date (percentages are based on the aggregate principal balance of   
the group I mortgage loans):                                                    

Aggregate Outstanding Principal                                                 
Balance                               $128,958,325.56                     
Average Outstanding Principal                                                   
Balance                                   $103,414.86                     
Range of Outstanding Principal              $2,539.30 to                        
Balances                                  $601,856.88                     
Average Original Principal Balance           $105,705.88                        
Range of Original Principal                $10,000.00 to                        
Balances                                  $602,900.00                     
Loans with Prepayment Penalties                   63.36%                        
Weighted Average Mortgage                                                       
Interest Rate                                  7.829%                     
Weighted Average Net Mortgage                                                   
Interest Rate                                  7.323%                     
Range of Mortgage Interest Rates       4.750% to 16.250%                        
Weighted Average Credit Scores*                      659                        
Range of Credit Scores*                       432 to 812                        

Weighted Average CLTV                             82.10%                        
Weighted Average Original Term to                                               
Maturity                                          320                     
Weighted Average Remaining Term                                                 
to Stated Maturity                                310                     
Percentage of Balloon Loans                       10.52%                        
Percentage of Simple Interest                                                   
Mortgage Loans                                  1.60%                     
Percentage of Second Liens                         8.75%                        
Percentage of Third Liens                          0.01%                        
Percentage of Mortgage Loans with                                               
Primary Mortgage Insurance                     17.75%                     

*Where Credit Scores were                                                       
available.                                                                

Percentage of FHA Insured                                                       
Mortgage Loans                                  0.20%                     
Percentage of Sub-Prime Loans                     88.26%                        
Percentage of Owner-Financed                                                    
Mortgage Loans                                  3.29%                     
Percentage of Interest Only Loans                  3.84%                        
Max ZIP Code Concentration (%)                     0.79%                        
Max ZIP Code Concentration (ZIP)                   91001                        
Top 5 Geographic Concentrations:                                                
California                                        27.74%                        
Florida                                            9.37%                        
Illinois                                           6.74%                        
New Jersey                                         5.83%                        
Texas                                              5.04%                        

 Group II Mortgage Loans

The group II mortgage loans will consist of FHA insured mortgage loans and      
conventional fixed and adjustable-rate mortgage loans with the following        
characteristics as of the cut-off date (percentages are based on the aggregate  
principal balance of the group II mortgage loans):                              

Aggregate Outstanding Principal                                                 
Balance                               $295,280,178.87                     
Average Outstanding Principal                                                   
Balance                                   $138,304.53                     
Range of Outstanding Principal              $2,400.59 to                        
Balances                                  $648,929.19                     
Average Original Principal Balance           $140,017.44                        
Range of Original Principal                 $7,900.00 to                        
Balances                                  $650,000.00                     
Loans with Prepayment Penalties                   74.80%                        
Index:                                                                          
Six-Month LIBOR                              74.70%                   
One-Year LIBOR                                0.22%                   
One-Year CMT                                  0.85%                   
Fixed-Rate                                   24.23%                   
Weighted Average Mortgage                                                       
Interest Rate                                  7.605%                     
Weighted Average Net Mortgage                                                   
Interest Rate                                  7.099%                     
Range of Mortgage Interest Rates       3.375% to 15.000%                        

Weighted Average Credit Scores*                      635                        
Range of Credit Scores*                       435 to 814                        
Weighted Average CLTV                             82.11%                        
Weighted Average Original Term to                                               
Maturity                                          350                     

*Where Credit Scores were                                                       
available.                                                                      

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Weighted Average Remaining Term                                                 
to Stated Maturity                                342                     
Percentage of Balloon Loans                        2.62%                        
Percentage of Simple Interest                                                   
Mortgage Loans                                  0.39%                     
Percentage of Second Liens                         1.97%                        
Percentage of Third Liens                          0.00%                        
Percentage of Mortgage Loans with                                               
Primary Mortgage Insurance                      5.43%                     
Percentage of FHA Insured                                                       
Mortgage Loans                                  0.11%                     
Percentage of Sub-Prime Loans                     95.37%                        
Percentage of Owner-Financed                                                    
Mortgage Loans                                  0.74%                     
Percentage of Interest Only Loans                  3.27%                        
Max ZIP Code Concentration (%)                     0.49%                        

Max ZIP Code Concentration (ZIP)                   95206                        
Top 5 Geographic Concentrations:                                                
California                                        37.87%                        
Florida                                           11.06%                        
Illinois                                           7.32%                        
Washington                                         3.62%                        
Arizona                                            2.82%                        
For the ARM loans only:                                                         
Weighted Average Maximum Mortgage                                               
Interest Rate                                 13.898%                     
Range of Maximum Mortgage                                                       
Interest Rates                     10.000% to 26.000%                     
Weighted Average Minimum Mortgage                                               
Interest Rate**                                   7.486%                        
Range of Minimum Mortgage                                                       
Interest Rates**                    0.750% to 13.500%                     
Weighted Average Initial Rate                                                   
Adjustment Cap                                    2.572%                        
Range of Initial Rate Adjustment                                                
Cap                                  1.000% to 6.000%                     
Weighted Average Periodic Rate                                                  
Adjustment Cap                                 1.120%                     
Range of Periodic Rate Adjustment                                               
Caps                                 1.000% to 3.000%                     
Weighted Average Months to Next                                                 
Adjustment Date                                   22                    
Range of Months to Next                                                         
Adjustment Date                  1 month to 58 months                     
Weighted Average Interest                                                       
Adjustment Frequency                         6 months                     

**For Adjustable-Rate Mortgage Loans with no Minimum Mortgage Interest Rate     
specified, the Minimum Mortgage Interest Rate will be the Gross Margin.         

See "The Mortgage Pool" in this Prospectus Supplement for more information about
the mortgage loans.                                                             

Distributions--General                                                          

The distribution date will be the 25th day of each month or, if such day is not 
a business day, the next business day, beginning on February 25, 2004.          
Distributions will generally include payments made on the mortgage loans during 
the related collection period, any advances made by the servicer and, under     
certain circumstances, payments received under the yield maintenance agreement. 
The collection period for any distribution date is the period from the second   
day of the calendar month preceding the month in which the distribution date    
occurs through the first day of the calendar month in which the distribution    
date occurs.                                                                    

Record Date                                                                     

The record date for each distribution date will be as follows: for the offered  
certificates (other than the Class AF-1 Certificates), the business day before  
such distribution date (unless definitive certificates are issued) and for the  
Class AF-1 Certificates, the last business day of the month preceding the month 
in which such distribution date occurs (or the closing date, in case of the     
first distribution date).                                                       

Interest Distributions                                                          

On each distribution date, you will be entitled to receive interest accrued on  
your certificate during the related accrual period and any interest which you   
earned previously but which you did not receive. Except for the first accrual   
period, the accrual period for the offered certificates, other than the Class   
AF-1 Certificates, is the period from the distribution date in the prior month  
through the day prior to the current distribution date. The first accrual period
for such certificates will begin on the closing date and end on February 24,    
2004. The accrual period for the Class AF-1 Certificates is the month           
immediately preceding the month in which such distribution date occurs. Interest
will be calculated for all offered certificates, except for the Class AF-1      
Certificates, on the basis of the actual number of days in the accrual period,  
based on a 360-day year. Interest will be calculated for the Class AF-1         
Certificates on the basis of a 360-day year consisting of twelve 30-day months. 

There are certain circumstances which could reduce the amount of interest paid  
to you. See "Description of the Certificates--Interest Distributions" in this   
Prospectus Supplement.                                                          

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Pass-Through Rates                                                              

Interest will accrue on the offered certificates, other than the Class AF-1     
Certificates, during each accrual period at a per annum rate equal to the lesser
of (i) the sum of one-month LIBOR plus the margin set forth in the table below  
and (ii) the group II cap or the pool cap as described under "Description of the
Certificates--Pass-Through Rates" in this Prospectus Supplement. During each    
accrual period relating to each distribution date following the optional        
termination date, the margins will increase to the "stepped-up" margins set     
forth in the table below if the optional termination right is not exercised.    

Class             Margin        Stepped-up Margin                               
-----             ------        -----------------                               
AV-1              0.310%               0.620%                                   
AV-2              0.180%               0.360%                                   
AV-3              0.430%               0.860%                                   
M-1               0.600%               0.900%                                   
M-2               1.180%               1.770%                                   
M-3               1.400%               2.100%                                   
B-1               1.700%               2.550%                                   
B-2               1.800%               2.700%                                   
B-3               2.950%               4.425%                                   

Interest will accrue on the Class AF-1 Certificates during each accrual period  
at a rate equal to 4.020% per annum plus, on each distribution date following   
the optional termination date, 0.50% per annum, as described under "Description 
of the Certificates--Pass-Through Rates" in this Prospectus Supplement.         

Principal Distributions                                                         

On each distribution date, you will receive a distribution of principal if there
are funds available on that date for your class of certificates. You should     
review the priority of payments described under "Description of the             
Certificates--Principal Distributions" in this Prospectus Supplement.           

Credit Enhancement                                                              

Credit enhancement reduces the risk of loss caused to holders of certificates by
shortfalls in payments received on the mortgage loans. Credit enhancement can   
reduce the effect of shortfalls on all classes, or it can allocate shortfalls so
they affect some classes before others. This transaction employs the following  
forms of credit enhancement. See "Description of the Certificates" in this      
Prospectus Supplement.                                                          

Subordination. On each distribution date, classes that are lower in order of    
payment priority will not receive payments until the classes that are higher in 
order of payment priority have been paid. If there are insufficient funds on a  
distribution date to pay all classes, the subordinated classes are the first to 
forego payment.                                                                 

Overcollateralization. If the total assets in the trust exceed the total        
principal balance of the offered certificates and Class B-4 Certificates, there 
is overcollateralization available to absorb losses on the mortgage loans before
such losses affect these certificates. On the closing date, the total initial   
principal balance of the mortgage loans will exceed the total initial principal 
balance of the offered certificates and Class B-4 Certificates by $4,241,504.43.
This results in overcollateralization equal to approximately 1.00% of the       
aggregate principal balance of the mortgage loans as of the cut-off date. If the
level of overcollateralization falls below what is required under the pooling   
and servicing agreement, the excess interest described in the next section will 
be paid to the offered certificates and Class B-4 Certificates as principal.    
This will have the effect of reducing the principal balance of the offered      
certificates and Class B-4 Certificates faster than the principal balance of the
mortgage loans until the required level of overcollateralization is reached.    

Monthly Excess Interest. Because more interest is expected to be paid by the    
mortgagors than is necessary to pay the interest earned on the offered          
certificates and Class B-4 Certificates, it is expected there will be excess    
interest each month. The excess interest will be used to maintain               
overcollateralization, to pay interest that was previously earned but not paid  
to the offered certificates and Class B-4 Certificates and to reimburse these   
certificates for losses and certain shortfalls that they experienced previously.

Cross-Collateralization. In certain circumstances, payments on the group I      
mortgage loans may be used to make certain distributions to the holders of the  
Class AV-1, Class AV-2 and Class AV-3 Certificates; and payments on the group II
mortgage loans may be used to make certain distributions to the holders of the  
Class AF-1 Certificates.                                                        

Application of Realized Losses. If, on any distribution date after the balances 
of the offered certificates and Class B-4 Certificates have been reduced by the 
amount of cash paid on that date, the total principal balance of these          
certificates is greater than the total principal balance of the mortgage loans, 
the principal balance of the class of such certificates that is lowest in order 
of payment priority will be reduced by the amount of such excess. Realized      
losses will not be directly allocated to the senior certificates, although the  
senior certificates may experience losses if the credit enhancements described  
above are exhausted.                                                            

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Realized losses which are special hazard losses will be allocated as described  
above, except that if the aggregate amount of such losses exceeds a certain     
level specified in this Prospectus Supplement, such excess will be allocated    
among all the outstanding classes of offered certificates (other than the senior
certificates) and the Class B-4 Certificates on a pro rata basis.               

See "Description of the Certificates--Allocation of Losses" in this Prospectus  
Supplement.                                                                     

Yield Maintenance Agreement                                                     

In order to mitigate the effect of the pool cap on the yield of the offered     
subordinate certificates, the trustee will enter into a yield maintenance       
agreement on the closing date with Bank of America, N.A., as counterparty, for  
the benefit of the offered subordinate certificates.                            

In connection with any of the first thirty-two distribution dates after the     
first distribution date, if one-month LIBOR as of two London business days prior
to the first day of the accrual period for the offered subordinate certificates 
relating to such distribution date exceeds a specified rate for such            
distribution date, the counterparty will be obligated to pay to the trustee two 
London business days prior to the end of the related accrual period, for deposit
into the reserve account, an amount equal to the product of (a) the excess of   
the lesser of (i) one-month LIBOR and (ii) 7.71% over the strike rate for such  
distribution date set forth on Annex II to this Prospectus Supplement, (b) the  
product of the cap notional amount and the scale factor, both as set forth for  
such distribution date on Annex II to this Prospectus Supplement and (c) a      
fraction, the numerator of which is the actual number of days elapsed since the 
previous distribution date to but excluding the current distribution date and   
the denominator of which is 360.                                                

Amounts, if any, payable under the yield maintenance agreement on any           
distribution date will be used solely to cover shortfalls in payments of        
interest on the offered subordinate certificates if the pass-through interest   
rates on those certificates are limited for any of the first thirty-two         
distribution dates after the first distribution date due to the pool cap.       

The counterparty's obligations under the yield maintenance agreement will       
terminate following the distribution date in October 2006.                      

Optional Termination                                                            

The servicer (or an affiliate) will have the option to purchase all the mortgage
loans and any properties that the trust acquired in satisfaction of any of the  
mortgage loans when the total principal balance of the mortgage loans, including
the mortgage loans related to the properties which the trust has acquired, is   
10% or less of the total principal balance of the mortgage loans on the cut-off 
date. If the option is exercised, your certificate will be retired earlier than 
it would be otherwise and you will be entitled to the following amounts to the  
extent available therefor:                                                      

o        the outstanding principal balance of your certificate;                 

o        one month's interest on such balance at the related interest rate;     

o        any interest previously earned but not paid; and                       

o        other than in the case of the Class AF-1 Certificates, any "LIBOR      
         carryover amount," as described in this Prospectus Supplement, from all
previous distribution dates.                                  

You will receive the last two items only to the extent that there is enough cash
to make such payments. See "The Pooling and Servicing Agreement--Optional       
Termination" in this Prospectus Supplement.                                     

Certain Material Federal Income Tax Consequences                                

The trustee will elect to treat the assets of the trust, exclusive of the       
arrangement intended to protect against basis risk for certain of the offered   
certificates, as comprised of multiple real estate mortgage investment conduits 
(each, a "REMIC") in a tiered structure for federal income tax purposes.        

For further information regarding the federal income tax consequences of        
investing in the offered certificates, see "Certain Material Federal Income Tax 
Consequences" in this Prospectus Supplement and "Federal Income Tax             
Consequences" in the Prospectus.                                                

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Ratings                                                                         

The trust will not issue the certificates unless they receive the respective    
ratings set forth below from Standard & Poor's, a division of The McGraw-Hill   
Companies, Inc. ("S&P"), Moody's Investors Service, Inc. ("Moody's") and Fitch  
Ratings ("Fitch"):                                                              

Class           S&P         Moody's      Fitch                          
-----           ---         -------      -----                          
AF-1            AAA           Aaa         AAA                           
AV-1            AAA           Aaa         AAA                           
AV-2            AAA           Aaa         AAA                           
AV-3            AAA           Aaa         AAA                           
M-1            AA            Aa2         AA                           
M-2             A            A2           A                           
M-3            A-            A3          A-                           
B-1           BBB+          Baa1        BBB+                          
B-2            BBB          Baa2         BBB                          
B-3           BBB-          Baa3        BBB-                          

The ratings on the certificates indicate the likelihood that you will receive   
all funds to which you are entitled by the terms of your certificate. The rating
agency that issues the rating reviews the nature and credit quality of the      
mortgage loans and the soundness of the structure which the depositor has       
created to allow the payments on the mortgage loans to flow to the holders of   
the certificates. A rating is not a recommendation to buy, sell or hold         
securities and the rating agency can revise or withdraw it at any time. A rating
does not address the likelihood of the payment of any LIBOR carryover amount,   
the frequency of prepayments on the mortgage loans or the effect of such        
prepayments on your yield. See "Yield, Prepayment and Maturity Considerations"  
and "Ratings" in this Prospectus Supplement and "Yield Considerations" in the   
Prospectus.                                                                     

Legal Investment                                                                

You should consult with counsel to see if you are permitted to buy the offered  
certificates, since legal investment rules will vary depending on the type of   
entity purchasing the offered certificates, whether that entity is subject to   
regulatory authority, and if so, by whom. The offered certificates will not     
constitute "mortgage related securities" for purposes of the Secondary Mortgage 
Market Enhancement Act of 1984, as amended. See "Legal Investment" in this      
Prospectus Supplement and in the Prospectus.                                    

ERISA Considerations                                                            

If you are a fiduciary of any employee benefit plan or other retirement         
arrangement subject to the Employee Retirement Income Security Act of 1974, as  
amended, or Section 4975 of the Internal Revenue Code of 1986 or any materially 
similar provisions of applicable federal, state or local law, you should consult
with counsel as to whether you can buy or hold an offered certificate. See      
"ERISA Considerations" in this Prospectus Supplement and in the Prospectus.     

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RISK FACTORS

 The following information, which you should carefully consider,
identifies certain significant sources of risk associated with an investment in 
the certificates. You should also carefully consider the information set forth  
under "Risk Factors" in the Prospectus.                                         

Nature of sub-prime mortgage loans may increase risk of loss.                   

Approximately 88.26% of the mortgage loans in loan group I and
approximately 95.37% of the mortgage loans in loan group II (in each case, by   
aggregate principal balance as of the cut-off date) are of sub-prime credit     
quality; i.e., do not meet the customary credit standards of Freddie Mac and    
Fannie Mae. Delinquencies and liquidation proceedings are more likely with these
mortgage loans than with mortgage loans that satisfy such credit standards. In  
the event these mortgage loans do become delinquent or subject to liquidation,  
you may face delays in receiving payment and losses if the credit enhancements  
are insufficient to cover the delays and losses.                                

There are risks involving unpredictability of prepayments and the effect of     
prepayments on yields.                                                          

       Mortgagors may prepay their mortgage loans in whole or in part at any
time. We cannot predict the rate at which mortgagors will repay their mortgage  
loans. A prepayment of a mortgage loan generally will result in a prepayment of 
the certificates.                                                               

       o    If you purchase your certificates at a discount and principal is
          repaid more slowly than you anticipate, then your yield may be
lower than you anticipate.                          

      o    If you purchase your certificates at a premium and principal is
           repaid faster than you anticipate, then your yield may be lower
than you anticipate.                                

         o    The rate of prepayments on the mortgage loans will be sensitive to
              prevailing interest rates. Generally, if prevailing interest rates
            decline significantly below the interest rates on the fixed-rate
          mortgage loans, those mortgage loans are more likely to prepay
            than if prevailing rates remain above the interest rates on such
         mortgage loans. Conversely, if prevailing interest rates rise
           significantly, the prepayments on fixed-rate mortgage loans are
likely to decrease.                                 

        o    The prepayment behavior of the adjustable-rate mortgage loans and
              of the fixed-rate mortgage loans may respond to different factors,
             or may respond differently to the same factors. If at the time of
    their first adjustment, the interest rates on any of the
              adjustable-rate mortgage loans would be subject to adjustment to a
        rate higher than the then prevailing mortgage interest rates
         available to the related borrowers, such borrowers may prepay
          their adjustable-rate mortgage loans. Adjustable-rate mortgage
          loans may also suffer an increase in defaults and liquidations
            following upward adjustments of their interest rates, especially
following their initial adjustments.                

     o    Approximately 63.36% of the mortgage loans in loan group I and
           approximately 74.80% of the mortgage loans in loan group II (in
             each case, by aggregate principal balance as of the cut-off date)
           require the mortgagor to pay a penalty if the mortgagor prepays
            the mortgage loan during periods ranging generally from one year
              to five years after the mortgage loan was originated. A prepayment
          penalty may discourage a mortgagor from prepaying the mortgage
             loan during the applicable period. Such prepayment penalties will
            be distributed to holders of the Class N Certificates and not to
            holders of the offered certificates. The servicer is entitled to
     waive prepayment penalties, subject to certain conditions
specified in the pooling and servicing agreement.   

     o    The seller may be required to purchase mortgage loans from the
      trust in the event certain breaches of representations and
            warranties have not been cured. In addition, the servicer (or it
          affiliates) has the option to purchase from the trust mortgage
 loans that are at least 120 days delinquent under the
           circumstances described in the pooling and servicing agreement.
           These purchases will have the same effect on the holders of the
       offered certificates as a prepayment of the mortgage loans.

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      o    If the rate of default and the amount of losses on the mortgage
          loans are higher than you expect, then your yield may be lower
than you expect.                                    

         o    If the level of overcollateralization falls below what is required
              under the pooling and servicing agreement, excess interest will be
          paid to the offered certificates and Class B-4 Certificates as
          principal. This will have the effect of reducing the principal
              balance of these certificates faster than the principal balance of
the mortgage loans until the required level of      
overcollateralization is reached.                   

       See "Yield, Prepayment and Maturity Considerations" for a description
of factors that may influence the rate and timing of prepayments on the mortgage
loans.                                                                          

There are risks related to owner-financed mortgage loans.                       

     Reduced underwriting standards. Approximately 3.29% of the mortgage
loans in loan group I and approximately 0.74% of the mortgage loans in loan     
group II (in each case, by aggregate principal balance as of the cut-off date)  
are owner-financed mortgage loans. These mortgage loans were originated by the  
individual sellers of the related mortgaged property who generally are          
inexperienced in matters pertaining to mortgage banking. These mortgage loans   
were originated with less stringent standards than the other mortgage loans. The
mortgagor under an owner-financed mortgage loan generally does not complete a   
mortgage loan application and the seller of the related property generally does 
not verify the income or employment of the related mortgagor, nor does the      
seller obtain other information customarily obtained during the mortgage loan   
origination process. As a result, certain information concerning the            
owner-financed mortgage loans that may be of interest to you is not available.  
In connection with an acquisition of an owner-financed mortgage loan, the seller
obtained and reviewed the credit history and payment history of the mortgagor   
and conducted an assessment of the value of the property.                       

    Appraisals may be inaccurate. In acquiring owner-financed mortgage
loans, the seller assesses the value of a property, generally using either a    
prior appraisal (if completed within one year of the seller's purchase of the   
mortgage loan), which generally must be re-certified or a drive-by appraisal. A 
drive-by appraisal is not as accurate as a full real estate appraisal because   
the appraiser does not have access to the interior of the mortgaged property and
may not have access to the rear of the mortgaged property. As a result, the     
appraisal may reflect assumptions the appraiser made regarding the interior or  
the rear of the mortgaged property which may not be accurate. To the extent the 
seller has over-appraised the value of a property, such amount may not be       
recovered during a liquidation proceeding.                                      

The recovery of defaulted amounts under the FHA program is uncertain.           

        Approximately 0.20% of the mortgage loans in loan group I and 0.11% of
the mortgage loans in loan group II (in each case, by aggregate principal       
balance as of the cut-off date) are covered by insurance from the Federal       
Housing Administration. As described in this Prospectus Supplement, the amount  
of coverage may be limited. In addition, recovery of the insured amounts from   
this agency is dependent upon material compliance by the originator and the     
servicer with applicable regulations. These regulations are subject to          
interpretative uncertainties. If upon filing a claim for recovery of a defaulted
amount, it is discovered that the mortgage loan did not comply with a           
regulation, the servicer may not be able to fully recover the insured amounts.  
However, if such insured amount is paid, defaults on mortgage loans insured by  
the Federal Housing Administration should have the same effect on the           
certificates as a prepayment of such mortgage loans. In the event that such     
insurance is no longer available to provide protection or does not cover the    
full amount of the loss, any losses on such mortgage loans will be borne by the 
certificateholders to the extent such losses are not covered by the available   
credit enhancement. See "The Mortgage Pool--FHA Mortgage Loans" in this         
Prospectus Supplement.                                                          

There are risks relating to alternatives to foreclosure.                        

       Certain of the mortgage loans may become delinquent after the cut-off
date. The servicer may either foreclose on any such mortgage loan or work out an
agreement with the mortgagor, which may involve waiving or modifying certain    
terms of the mortgage loan. In addition, the Servicer may write-off any second  
lien or third lien mortgage loan that is delinquent by 180 days or more. If the 
servicer extends the payment period or accepts a lesser amount than stated in   
the mortgage note in satisfaction of the mortgage note, your yield may be       
reduced.                                                                        

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There is a risk that interest payments on the mortgage loans may be insufficient
to maintain overcollateralization.                                              

    Because the weighted average of the interest rates on the mortgage
loans is expected to be higher than the weighted average of the interest rates  
on the offered certificates and Class B-4 Certificates, the mortgage loans are  
expected to generate more interest than is needed to pay interest owed on these 
certificates as well as certain fees and expenses of the trust. After these     
financial obligations of the trust are covered, the available excess interest   
will be used to maintain overcollateralization. Any remaining interest will then
be used to compensate for losses that occur on the mortgage loans. We cannot    
assure you, however, that enough excess interest will be generated to maintain  
the overcollateralization level required by the rating agencies. The factors    
described below, as well as the factors described in the next Risk Factor, will 
affect the amount of excess interest that the mortgage loans will generate:     

     o    When a mortgage loan is prepaid in full or repurchased, excess
             interest generally will be reduced because the mortgage loan will
            no longer be outstanding and generating interest or, in the case
      of a partial prepayment, will be generating less interest.

      o    Every time a mortgage loan is liquidated or written off, excess
              interest will be reduced because such mortgage loan will no longer
be outstanding and generating interest.             

        o    If the rates of delinquencies, defaults or losses on the mortgage
              loans are higher than expected, excess interest will be reduced by
         the amount necessary to compensate for any shortfalls in cash
available on such date to pay certificateholders.   

         o    The pass-through rates on the offered certificates (other than the
            Class AF-1 Certificates) and Class B-4 Certificates are based on
             one-month LIBOR. All of the group I mortgage loans and certain of
              the group II mortgage loans have fixed rates of interest while the
          adjustable-rate mortgage loans in loan group II all have rates
             that are adjustable based on an index that generally is different
           from the index used to determine the pass-through rates on such
     certificates. As a result, the pass-through rates on such
       certificates may increase relative to interest rates on the
              mortgage loans, thus requiring that more of the interest generated
      by the mortgage loans be applied to cover interest on such
certificates.                                       

There is a risk that mortgage interest rates will affect the pass-through rates 
of the offered certificates.                                                    

    The yields to maturity on the offered certificates (other than the
Class AF-1 Certificates) and the Class B-4 Certificates may be affected by the  
inclusion of fixed-rate mortgage loans and the resetting of the mortgage        
interest rates on the adjustable-rate mortgage loans on their related adjustment
dates due to the factors set forth below. The mortgage interest rates on the    
fixed-rate mortgage loans are fixed and will not vary with any index and the    
mortgage interest rates on the adjustable-rate mortgage loans are based         
primarily on six-month LIBOR and generally do not adjust for two or three years 
after the dates of their origination, while the pass-through rates on the       
offered certificates (other than the Class AF-1 Certificates) and the Class B-4 
Certificates are based on one-month LIBOR, are subject to the group II cap or   
the pool cap and are adjusted monthly. This mismatch of indices and adjustment  
frequency may cause the one-month LIBOR-based pass-through rates on the offered 
certificates (other than the Class AF-1 Certificates) and Class B-4 Certificates
to increase relative to the mortgage interest rates on the mortgage loans, which
would require a greater portion of the interest generated by the mortgage loans 
to be applied to cover interest accrued on such certificates, and could result  
in the reduction of the pass-through rates on some or all of such certificates  
to the group II cap or pool cap and could therefore adversely affect the yield  
to maturity on such certificates. The group II cap for any distribution date    
will be equal to the average of the net mortgage interest rates on the mortgage 
loans in loan group II (weighted on the basis of their principal balances as of 
the first day of the related collection period) and adjusted based on the actual
number of days in the related accrual period. The pool cap for any distribution 
date will be equal to the weighted average of (i) the net mortgage interest     
rates on the mortgage loans in loan group I (weighted on the basis of their     
principal balances as of the first day of the related collection period) and    
(ii) the net mortgage interest rates on the mortgage loans in loan group II     
(weighted on the basis of their principal balances as of the first day of the   
related collection period), in each case weighted on the basis of the related   
group subordinate amount and adjusted based on the actual number of days in the 
related accrual period. In addition, you should note that the group II cap and  
the pool cap will decrease if the group II mortgage loans, in the case of the   
group II cap, or all the mortgage loans, in the case of the pool cap, with      
relatively high mortgage interest rates prepay at a faster rate than the other  
mortgage loans in the group or the pool, as applicable, with relatively low     
mortgage interest rates, which will increase the likelihood that the group II   
cap or the pool cap will apply to reduce the pass-through rates on one or more  
classes of offered certificates or the Class B-4 Certificates.                  

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      If the pass-through rate on any class of offered certificates (other
than the Class AF-1 Certificates) and the Class B-4 Certificates is limited by  
the group II cap or the pool cap for any distribution date, the resulting LIBOR 
carryover amounts may be recovered by the holders of such classes of            
certificates on that same distribution date or on future distribution dates, to 
the extent that on that distribution date or future distribution dates there are
any available funds remaining after certain other distributions on the offered  
certificates and the Class B-4 Certificates and the payment of certain fees and 
expenses of the trust. With respect to the offered subordinate certificates,    
these LIBOR carryover amounts may also be covered by amounts payable under the  
yield maintenance agreement, to the extent that, with respect to any of the     
first thirty-two distribution dates after the first distribution date, one-month
LIBOR as of the related determination date under the yield maintenance agreement
exceeds the specified rate for such distribution date. See "Description of the  
Certificates--Application of Monthly Excess Cashflow Amounts" and "--Yield      
Maintenance Agreement" in this Prospectus Supplement. The ratings on such       
classes of offered certificates will not address the likelihood of any such     
recovery of LIBOR carryover amounts by holders of such certificates.            

There are risks relating to subordinate loans.                                  

     Approximately 8.75% of the group I mortgage loans and approximately
1.97% of the group II mortgage loans (in each case, by aggregate principal      
balance as of the cut-off date) evidence a second lien that is subordinate to   
the rights of the mortgagee under a first mortgage. Approximately 0.01% of the  
group I mortgage loans (by aggregate principal balance as of the cut-off date)  
and none of the group II mortgage loans evidence a third lien that is           
subordinate to the rights of the mortgagees under first and second mortgages.   
The proceeds from any liquidation, insurance or condemnation proceedings will be
available to satisfy the outstanding principal balance of such junior mortgage  
loans only to the extent that the claims of the related senior mortgage loans   
have been satisfied in full, including any foreclosure costs. In circumstances  
where the servicer determines that it would be uneconomical to foreclose on the 
related mortgaged property, the servicer may write-off the entire outstanding   
principal balance of the related mortgage loan as bad debt. In addition, the    
servicer may write-off any second lien or third lien mortgage loan that is      
delinquent in payment by 180 days or more. The foregoing considerations will be 
particularly applicable to junior mortgage loans that have high combined        
loan-to-value ratios because the servicer is more likely to determine that      
foreclosure would be uneconomical. You should consider the risk that to the     
extent losses on junior mortgage loans are not covered by available credit      
enhancement, such losses will be borne by the holders of the certificates.      

There are risks in holding subordinated certificates.                           

      The protections afforded the senior certificates in this transaction
create risks for the subordinated certificates. Prior to any purchase of any    
subordinated certificates, consider the following factors that may adversely    
impact your yield:                                                              

 o    Because the subordinated certificates receive interest and
              principal distributions after the senior certificates receive such
              distributions, there is a greater likelihood that the subordinated
             certificates will not receive the distributions to which they are
entitled on any distribution date.                  

         o    If the servicer is not required to advance a delinquent payment on
       a mortgage loan or is only required to advance the interest
           portion of such delinquent payment, there may be a shortfall in
   distributions on the certificates which will impact the
subordinated certificates.                          

 o    With respect to simple interest mortgage loans, if monthly
      payments are made in any month less than 30 days after the
              previous payment or shortfalls in interest collections result from
             prepayments in full, there may be a shortfall in distributions on
     the certificates. This will disproportionately impact the
      subordinated certificates. In addition, the portion of the
         shortfalls in the amount of interest collections on actuarial
           mortgage loans that are attributable to prepayments in full and
      are not covered by the servicer and shortfalls in interest
        collections on any mortgage loans arising from the timing of
      partial principal prepayments may result in a shortfall in
            distributions on the certificates, which will disproportionately
impact the subordinated certificates.               

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o    The subordinated certificates are not expected to receive
         principal distributions until, at the earliest, February 2007
             (unless the senior certificates are reduced to zero prior to such
date).                                              

        o    Losses resulting from the liquidation of defaulted mortgage loans
              will first reduce monthly excess cashflow, if any, and then reduce
       the level of overcollateralization, if any, for the offered
   certificates and Class B-4 Certificates. If there is no
  overcollateralization, losses will be allocated to the
             subordinated certificates in reverse order of payment priority. A
           loss allocation results in a reduction in a certificate balance
         without a corresponding distribution of cash to the holder. A
              lower certificate balance will result in less interest accruing on
the certificate.                                    

    o    The earlier in the transaction that a loss on a mortgage loan
occurs, the greater the impact on yield.            

  See "Description of the Certificates" and "Yield, Prepayment and
Maturity Considerations" in this Prospectus Supplement for more detail.         

There is a risk that interest payments on the mortgage loans may be insufficient
to pay interest on your certificates.                                       

   When a mortgage loan is prepaid in full, the mortgagor is charged
interest only up to the date on which payment is made, rather than for an entire
month. This may result in a shortfall in interest collections available for     
payment on the next distribution date. Similarly, with respect to simple        
interest mortgage loans, the mortgagor is only charged interest up to the date  
on which payment is made. Therefore, if a mortgagor makes a payment on a simple 
interest mortgage loan in any month less than 30 days after the previous payment
date, a shortfall in interest collections available for payment on the next     
distribution date may result. The servicer is required to cover a portion of the
shortfall in interest collections that are attributable to prepayments in full  
on actuarial mortgage loans, but only up to one-half of the servicing fee for   
the related accrual period. The servicer is not required to cover any shortfall 
in interest collections that are attributable to prepayments in full or the     
timing of monthly payments on simple interest mortgage loans. If the credit     
enhancement is insufficient to cover this shortfall in excess of the amount     
covered by the servicer, you may incur a loss.                                  

 In addition, the servicer will not cover shortfalls in interest
collections arising from the application of the Servicemembers Civil Relief Act 
or similar state laws.                                                          

There is a risk relating to the potential inadequacy of credit enhancement for  
the offered certificates.                                                   

       The credit enhancement features described in the summary are intended
to enhance the likelihood that holders of the offered certificates will receive 
regular payments of interest and principal.                                     

       If delinquencies or defaults occur on the mortgage loans, neither the
servicer nor any other entity will advance scheduled monthly payments of        
interest and principal on delinquent or defaulted actuarial mortgage loans if   
such advances are not likely to be recovered. Neither the servicer nor any other
entity will advance scheduled monthly payments of principal and interest on     
simple interest mortgage loans or third lien mortgage loans. In addition, the   
servicer will only advance scheduled monthly payments of interest with respect  
to REO properties and second lien mortgage loans. We cannot assure you that the 
applicable credit enhancement will adequately cover any shortfalls in cash      
available to pay your certificates as a result of such delinquencies or         
defaults.                                                                       

    If substantial losses occur as a result of defaults and delinquent
payments on the mortgage loans, you may suffer losses.                          

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The yield maintenance agreement is subject to counterparty risk.                

       The assets of the trust include the yield maintenance agreement which
will require the counterparty thereunder to make certain payments in the        
circumstances set forth herein under "Description of the Certificates--The Yield
Maintenance Agreement" for the benefit of the holders of the offered subordinate
certificates. To the extent that payments on these certificates depend in part  
on payments to be received by the trustee under the yield maintenance agreement,
the ability of the trustee to make such payments on such certificates will be   
subject to the credit risk of the counterparty to the yield maintenance         
agreement.                                                                      

There is a risk because the certificates are not obligations of any entity.     

        The offered certificates represent an interest in the trust fund only.
No other person will insure or guarantee the offered certificates or will have  
any obligation with respect to the certificates except for the obligations of   
the depositor and the seller pursuant to certain limited representations and    
warranties made with respect to the mortgage loans and of the servicer with     
respect to its servicing obligations under the pooling and servicing agreement  
and the limited obligations of the counterparty under the yield maintenance     
agreement. No government agency or instrumentality will insure or guarantee the 
certificates or the underlying mortgage loans (other than approximately 0.20% of
the group I mortgage loans and approximately 0.11% of the group II mortgage     
loans (in each case, by aggregate principal balance as of the cut-off date)     
which are covered by insurance from the Federal Housing Administration).        
Proceeds of the assets included in the trust fund (including the mortgage loans)
will be the sole source of payments on the offered certificates. You will not be
able to receive money from any entity in the event that such proceeds are not   
enough to make all payments provided for under the offered certificates.        

Limitations on advances of principal or interest with respect to certain        
mortgage loans could adversely affect the yield on your certificates.       

       The servicer will not make any advances of principal or interest with
respect to simple interest mortgage loans. Approximately 1.60% of the group I   
mortgage loans and approximately 0.39% of the group II mortgage loans (in each  
case, by aggregate principal balance as of the cut-off date) are simple interest
mortgage loans. In addition, the servicer will not make any advances of         
principal or interest with respect to third lien mortgage loans, will make only 
limited advances with respect to the unpaid principal balance remaining at      
maturity of a balloon loan and will only make advances with respect to interest 
on second liens and any REO property. The failure to make such advances could   
result in less funds being available to make distributions on the offered       
certificates than would be available if such advances were made and may         
negatively affect the yield on the offered certificates.                        

There is a risk that there may be a delay in receipt of liquidation proceeds,   
 and that liquidation proceeds may be less than the outstanding balance of the
mortgage loan.                                                              

Substantial delays could be encountered in connection with the
liquidation of delinquent mortgage loans. Further, liquidation expenses such as 
legal fees, real estate taxes and maintenance and preservation expenses will    
reduce the portion of liquidation proceeds payable to you. If a mortgaged       
property fails to provide adequate security for the mortgage loan, you will     
incur a loss on your investment if the credit enhancements are insufficient to  
cover the loss.                                                                 

Some of the mortgage loans have an initial interest only period, which may      
result in increased delinquencies and losses.                               

     As of the cut-off date, approximately 3.84% of the group I mortgage
loans and approximately 3.27% of the group II mortgage loans (in each case, by  
aggregate principal balance as of the cut-off date) have an initial interest    
only period of two, five or ten years. During this period, the payment made by  
the related mortgagor will be less than it would be if the mortgage loan        
amortized. In addition, the principal balance of the mortgage loan will not be  
reduced because there will be no scheduled monthly payments of principal during 
this period. As a result, no principal payments will be made to the certificates
with respect to these mortgage loans during their interest only period except in
the case of a prepayment.                                                       

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       After the initial interest only period, the scheduled monthly payment
on these mortgage loans will increase, which may result in increased            
delinquencies by the related mortgagors, particularly if interest rates have    
increased and the mortgagor is unable to refinance. In addition, losses may be  
greater on these mortgage loans as a result of the mortgage loan not amortizing 
during the early years of these mortgage loans. Although the amount of principal
included in each scheduled monthly payment for a traditional mortgage loan is   
relatively small during the first few years after the origination of a mortgage 
loan, in the aggregate the amount can be significant. Any resulting             
delinquencies and losses, to the extent not covered by credit enhancement, will 
be allocated to the certificates.                                               

        Mortgage loans with an initial interest only period are relatively new
in the mortgage marketplace. The performance of these mortgage loans may be     
significantly different from mortgage loans that amortize from origination. In  
particular, there may be a higher expectation by these mortgagors of refinancing
their mortgage loans with a new mortgage loan, in particular one with an initial
interest only period, which may result in higher or lower prepayment speeds than
would otherwise be the case. In addition, the failure to build equity in the    
property by the related mortgagor may affect the delinquency and prepayment of  
these mortgage loans in the event that borrowers are unable to pay the increased
monthly payment at the end of the interest-only period.                         

There is an increased risk of loss relating to high combined loan-to-value      
ratios.                                                                     

        Mortgage loans with combined loan-to-value ratios in excess of 80% may
present a greater risk of loss than mortgage loans with combined loan-to-value  
ratios of equal to or below 80%. As of the cut-off date, approximately 54.63%   
and approximately 1.32% of the mortgage loans in loan group I had a combined    
loan-to-value ratio in excess of 80% and 100%, respectively and approximately   
49.92% and approximately 0.30% of the mortgage loans in loan group II had a     
combined loan-to-value ratio in excess of 80% and 100%, respectively (in each   
case, by aggregate principal balance as of the cut-off date), and are not       
covered by a primary mortgage insurance policy. An overall decline in the       
residential real estate market, a rise in interest rates over a period of time  
and the general condition of a mortgaged property, as well as other factors, may
have the effect of reducing the value of such mortgaged property from the       
appraised value at the time the mortgage loan was originated. If there is a     
reduction in value of the mortgaged property, the combined loan-to-value ratio  
may increase over what it was at the time of origination. Such an increase may  
reduce the likelihood that liquidation proceeds or other proceeds will be       
sufficient to pay off the mortgage loan fully. There can be no assurance that   
the combined loan-to-value ratio of any mortgage loan determined at any time    
after origination is less than or equal to its original combined loan-to-value  
ratio. Additionally, an originator's determination of the value of a mortgaged  
property used in the calculation of the combined loan-to-value ratios of the    
mortgage loans may differ from the appraised value of such mortgaged property or
the actual value of such mortgaged property.                                    

There are risks relating to geographic concentration of the mortgage loans.     

         The following chart lists the states with the highest concentrations of
mortgage loans for each loan group, based on the aggregate principal balance of 
the mortgage loans in such loan group as of the cut-off date.                   

Loan Group I                          Loan Group II             
------------                          -------------             
California             27.74%           California          37.87%              
Florida                 9.37%           Florida             11.06%              
Illinois                6.74%           Illinois             7.32%              
New Jersey              5.83%           Washington           3.62%              
Texas                   5.04%           Arizona              2.82%              

       California, Florida and several other states have experienced natural
disasters, such as earthquakes, fires, floods and hurricanes, which may not be  
fully insured against and which may result in property damage and losses on the 
mortgage loans.                                                                 

       In addition, the conditions below will have a disproportionate impact
on the mortgage loans in general:                                               

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      o    Economic conditions in states listed above which may or may not
            affect real property values may affect the ability of mortgagors
to repay their loans on time.                       

    o    Declines in the residential real estate markets in the states
             listed above may reduce the values of properties located in those
     states, which would result in an increase in the combined
loan-to-value ratios.                               

    o    Any increase in the market value of properties located in the
              states listed above would reduce the combined loan-to-value ratios
       and could, therefore, make alternative sources of financing
            available to the mortgagors at lower interest rates, which could
            result in an increased rate of prepayment of the mortgage loans.

There are risks relating to balloon loans.                                      

      Balloon loans pose a risk because a mortgagor must make a large lump
sum payment of principal at the end of the loan term. If the mortgagor is unable
to pay the lump sum or refinance such amount, you may suffer a loss.            
Approximately 10.52% of the group I mortgage loans and approximately 2.62% of   
the group II mortgage loans (in each case, by aggregate principal balance as of 
the cut-off date) are balloon loans.                                            

The lack of a secondary market may limit your ability to sell your certificates.

        The underwriters intend to make a secondary market in the certificates
they purchase, but they have no obligation to do so. There is no assurance that 
such a secondary market will develop or, if it develops, that it will continue. 
Consequently, you may not be able to sell your certificates readily or at prices
that will enable you to realize your desired yield. The market values of the    
certificates are likely to fluctuate; these fluctuations may be significant and 
could result in significant losses to you.                                      

       The secondary markets for mortgage backed 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 securities that are         
especially sensitive to prepayment, credit, or interest rate risk, or that have 
been structured to meet the investment requirements of limited categories of    
investors.                                                                      

Violations of federal, state and local laws may cause losses on your            
certificates.                                                               

       Federal, state and local laws regulate the underwriting, origination,
servicing and collection of the mortgage loans. These laws have changed over    
time and have become more restrictive or stringent with respect to specific     
activities of the servicer and the originators. Actual or alleged violations of 
these federal, state and local laws may, among other things:                    

         o    limit the ability of the servicer to collect principal or interest
on the mortgage loans,                              

         o    provide the mortgagors with a right to rescind the mortgage loans,

         o    entitle the mortgagors to refunds of amounts previously paid or to
          set-off those amounts against their mortgage loan obligations,

         o    result in a litigation proceeding being brought against the trust,
and                                                 

       o    subject the trust (and other assignees of the mortgage loans) to
            liability for expenses, penalties and damages resulting from the
violations.                                         

     As a result, these violations or alleged violations could result in
shortfalls in the distributions due on your certificates. See "Risk             
Factors--Violations of Federal, State and Local Laws May Adversely Affect       
Ability to Collect on Loans" and "Certain Legal Aspects of Mortgage             
Loans--Anti-Deficiency Legislation, the Bankruptcy Code and Other Limitations on
Lenders" in the Prospectus. The seller will make representations and warranties 
with respect to each mortgage loan relating to compliance with federal, state   
and local laws at the time of origination and will be required to repurchase or 
replace any mortgage loan that was not originated or serviced in compliance with
such laws. In addition, the seller will be required to reimburse the trust for  
any damages or costs incurred by the trust as a result of a breach of the       
representation as to compliance with such laws. However, if the seller is unable
to fulfill this reimbursement obligation for financial or other reasons,        
shortfalls in the distributions due on your certificates could occur.           

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In the event the seller is not able to repurchase or replace defective mortgage 
loans you may suffer losses on your certificates.                           

        The seller will make various representations and warranties related to
the mortgage loans.                                                             

      If the seller fails to cure a material breach of its representations
and warranties with respect to any mortgage loan in a timely manner, the seller 
will be required to repurchase or replace the defective loan. See "The Pooling  
and Servicing Agreement--Assignment of the Mortgage Loans" in this Prospectus   
Supplement. In the event that the seller is not able to repurchase or replace   
any defective mortgage loans at the date such action is required, for financial 
or other reasons, you may suffer losses on your certificates. The inability of  
the seller to repurchase or replace defective mortgage loans would likely cause 
the mortgage loans to experience higher rates of delinquencies, defaults and    
losses. As a result, shortfalls in the distributions due on your certificates   
could occur.                                                                    

Suitability of the offered certificates as investments.                         

        The offered certificates are not suitable investments for any investor
that requires a regular or predictable schedule of monthly payments or payment  
on any specific date. The offered certificates are complex investments that     
should be considered only by investors who, either alone or with their          
financial, tax and legal advisors, have the expertise to analyze the prepayment,
reinvestment, default and market risk, the tax consequences of an investment and
the interaction of these factors.                                               

Conflicts of interest between the servicer and the trust.                       

       The servicer or an affiliate of the servicer will initially, directly
or indirectly, own all or a portion of the Class B-4, Class N and Class X       
Certificates and the Residual Certificates. The timing of mortgage loan         
foreclosures and sales of the related mortgaged properties, which will be under 
the control of the servicer, may affect the weighted average lives and yields of
the offered certificates. You should consider that the timing of such           
foreclosures or sales may not be in the best interests of all certificateholders
and that no formal policies or guidelines have been established to resolve or   
minimize such a conflict of interest.                                           

United States military operations may increase risk of shortfalls in interest.  

        In response to previously executed and threatened terrorist attacks in
the United States and foreign countries, the United States has initiated        
military operations and has placed a substantial number of armed forces         
reservists and members of the National Guard on active duty status. It is       
possible that the number of reservists and members of the National Guard placed 
on active duty status in the near future may increase. To the extent that a     
member of the military, or a member of the armed forces reserves or National    
Guard who is called to active duty, is a mortgagor of a mortgage loan in the    
trust, the interest rate limitation of the Servicemembers Civil Relief Act and  
any comparable state law, will apply. Substantially all of the mortgage loans   
have mortgage interest rates which exceed such limitation, if applicable. This  
may result in interest shortfalls on the mortgage loans, which, in turn will be 
allocated ratably in reduction of accrued interest on all classes of            
interest-bearing certificates, irrespective of the availability of excess cash  
flow or other credit enhancement. None of the depositor, any underwriter, the   
seller, the servicer or any other party has taken any action to determine       
whether any of the mortgage loans would be affected by such interest rate       
limitation. See "Description of the Certificates--Interest Distributions" in    
this Prospectus Supplement and "Certain Legal Aspects of the Mortgage           
Loans--Servicemembers Civil Relief Act" in the Prospectus.                      

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 THE MORTGAGE POOL

    Credit-Based Asset Servicing and Securitization LLC (the "Seller")
provided the information in the following paragraphs. None of the Depositor, any
Underwriter, the Servicer, the Trustee or any of their respective affiliates    
have made or will make any representation as to the accuracy or completeness of 
such information.                                                               

       Certain information with respect to the Mortgage Loans to be included
in each Loan Group is set forth herein. Prior to the Closing Date, Mortgage     
Loans may be removed from a Loan Group and other Mortgage Loans may be          
substituted therefor. The Seller believes that the information set forth herein 
with respect to each Loan Group as presently constituted is representative of   
the characteristics of each Loan Group as it will be constituted at the Closing 
Date, although certain characteristics of the Mortgage Loans in a Loan Group may
vary.                                                                           

General                                                                         

       The assets included in the Trust (the "Trust Fund") will consist of a
pool (the "Mortgage Pool") of 3,382 closed-end, fixed-rate and adjustable-rate  
mortgage loans having original terms to maturity ranging from 60 months to 380  
months (the "Mortgage Loans") and an aggregate principal balance as of January  
1, 2004 (the "Cut-off Date") of $424,238,504.43. All Mortgage Loan statistics   
set forth herein are based on principal balances, interest rates, terms to      
maturity, mortgage loan counts and similar statistics as of the Cut-off Date.   
All weighted averages specified herein are based on the principal balances of   
all Mortgage Loans in the aggregate or in the related Loan Group as of the      
Cut-off Date, as adjusted for the principal payments received or advanced on or 
before such date (each, a "Cut-off Date Principal Balance"). The "Principal     
Balance" of a Mortgage Loan, as of any date, is equal to the principal balance  
of such Mortgage Loan at its origination, less the sum of (i) all collections   
and other amounts credited against the principal balance of any such Mortgage   
Loan, (ii) the principal portion of Advances, (iii) any Deficient Valuation and 
(iv) any principal reduction resulting from a Servicer Modification. References 
to percentages of the Mortgage Loans mean percentages based on the aggregate of 
the Cut-off Date Principal Balances of all the Mortgage Loans in the aggregate  
or in the related Loan Group, unless otherwise specified. The "Pool Balance" is 
equal to the aggregate of the Principal Balances of the Mortgage Loans in both  
Loan Groups.                                                                    

         The Depositor will purchase the Mortgage Loans from the Seller pursuant
to the Mortgage Loan Purchase Agreement (the "Mortgage Loan Purchase            
Agreement"), dated as of the Cut-off Date, between the Seller and the Depositor.
Pursuant to the Pooling and Servicing Agreement, the Depositor will cause the   
Mortgage Loans to be assigned to the Trustee for the benefit of the             
Certificateholders. See "The Pooling and Servicing Agreement" in this Prospectus
Supplement.                                                                     

       Each of the Mortgage Loans in the Mortgage Pool was selected from the
Seller's portfolio of mortgage loans. The Mortgage Loans were acquired by the   
Seller in the secondary market in the ordinary course of its business, including
from affiliates of the underwriters, and re-underwritten by the Seller in       
accordance with its underwriting standards as described in "Underwriting        
Standards." The Mortgage Loans in the Mortgage Pool were originated or acquired 
by various mortgage loan originators. Approximately 24.99%, 11.26%, 9.98%, 9.68%
and 5.37% of the Mortgage Loans in Loan Group I were originated or acquired by  
First National Bank of Arizona, Finance America, LLC, Impac Funding Corporation,
WMC Mortgage Corp. and Aames Capital Corporation, respectively. Approximately   
28.88%, 10.39%, 7.90%, 6.40% and 6.16% of the Mortgage Loans in Loan Group II   
were originated or acquired by Finance America, LLC, New Century Mortgage       
Corporation, Oakmont Mortgage Co. Inc., Impac Funding Corporation and First NLC 
Financial Services, respectively.                                               

         Under the Pooling and Servicing Agreement, the Seller will make certain
representations and warranties to the Trustee relating to, among other things,  
the due execution and enforceability of the Pooling and Servicing Agreement, its
title to the Mortgage Loans and certain characteristics of the Mortgage Loans   
and, subject to certain limitations, will be obligated to repurchase or         
substitute a similar mortgage loan for any Mortgage Loan as to which there      
exists deficient documentation or an uncured breach of any such representation  
or warranty, if such breach of any such representation or warranty materially   
and adversely affects the Certificateholders' interests in such Mortgage Loan.  
The Depositor will make no representations or warranties with respect to the    
Mortgage Loans and will have no obligation to repurchase or substitute for      
Mortgage Loans with deficient documentation or that are otherwise defective. The
Seller is selling the Mortgage Loans without recourse and will have no          
obligation with respect to the Certificates in its capacity as Seller other than
the repurchase or substitution obligations described above and its reimbursement
obligation described under "The Pooling and Servicing Agreement--Assignment of  
the Mortgage Loans" in this Prospectus Supplement.                              

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  The Mortgage Pool will consist of Fixed-Rate Mortgage-Loans (the
"Fixed-Rate Mortgage Loans") and Adjustable-Rate Mortgage Loans (the            
"Adjustable-Rate Mortgage Loans"). Substantially all of the Adjustable-Rate     
Mortgage Loans have an initial fixed mortgage interest rate for six months or   
one, two, three, five or seven years. The Fixed-Rate Mortgage Loans consist of  
1,958 Mortgage Loans with an aggregate Principal Balance of $200,513,912.86 as  
of the Cut-off Date. The Adjustable-Rate Mortgage Loans consist of 1,424        
Mortgage Loans with an aggregate Principal Balance of $223,724,591.57 as of the 
Cut-off Date.                                                                   

        The Mortgage Pool will be divided into two loan groups ("Loan Group I"
and "Loan Group II," respectively, and each, a "Loan Group"). The Mortgage Loans
in Loan Group I (the "Group I Mortgage Loans") consist of 3 FHA Mortgage Loans  
and 1,244 Fixed-Rate Mortgage Loans not covered by FHA insurance with an        
aggregate Principal Balance (the "Group I Loan Balance") of $128,958,325.56 as  
of the Cut-off Date. The Mortgage Loans in Loan Group II (the "Group II Mortgage
Loans") consist of 3 FHA Mortgage Loans and 709 Fixed-Rate and 1,423            
Adjustable-Rate Mortgage Loans not covered by FHA insurance with an aggregate   
Principal Balance (the "Group II Loan Balance") of $295,280,178.87 as of the    
Cut-off Date.                                                                   

     A Mortgage Loan is "Delinquent" if the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by the related    
mortgagor under the related Mortgage Note (the "Monthly Payment") and/or any    
escrow payments due on a due date is not paid by the close of business on the   
next scheduled due date for such Mortgage Loan. Thus, a Mortgage Loan for which 
the mortgagor failed to make the Monthly Payment due on January 1, 2004 will be 
reported as Delinquent on February 2, 2004 if the payment is not made by the    
close of business on February 1, 2004.                                          

         The Servicer shall be required to make Servicing Advances on Delinquent
Mortgage Loans and make advances of delinquent payments of principal and        
interest on Delinquent Mortgage Loans (other than Simple Interest Mortgage Loans
and Third Liens and only with respect to interest on any Second Liens and any   
REO Property), each to the extent such advances are deemed recoverable, until   
such Mortgage Loans become current or are liquidated.                           

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Mortgage Pool Statistics                                                        

       The following statistical information, unless otherwise specified, is
based upon the Pool Balance as of the Cut-off Date.                             

      The Mortgage Loans are secured by mortgages, deeds of trust or other
similar security instruments (each, a "Mortgage") creating first, second or     
third liens on residential properties consisting primarily of one- to           
four-family dwelling units and individual condominium units (each, a "Mortgaged 
Property").                                                                     

         Approximately 42.49% of the Mortgage Loans had a Combined Loan-to-Value
Ratio at origination in excess of 80% and do not have primary mortgage insurance
or FHA insurance. There can be no assurance that the Combined Loan-to-Value     
Ratio of any Mortgage Loan determined at any time after origination is less than
or equal to its original Combined Loan-to-Value Ratio. The "Combined            
Loan-to-Value Ratio" of a Mortgage Loan as of any date of determination shall   
generally mean the ratio, expressed as a percentage of (i) the sum of (a) the   
principal amount of the Mortgage Loan as of such date of determination plus (b) 
the outstanding balances of the First Lien and Second Lien, if any, at          
origination of the Mortgage Loan over (ii) the lower of the appraised value of  
the related Mortgaged Property at origination or the sale price.                

    Approximately 4.034% of the Mortgage Loans are secured by a second
mortgage lien (a "Second Lien") that is junior to a first mortgage lien (a      
"First Lien") and approximately 0.003% of the Mortgage Loans are secured by a   
third mortgage lien (a "Third Lien") that is junior to a Second Lien and a First
Lien on the related Mortgaged Property, and approximately 95.963% of the        
Mortgage Loans are secured by a First Lien on the related Mortgaged Property.   

      Of the Mortgage Loans, 94.92% have scheduled Monthly Payments due on
the first day of the month (the day such Monthly Payments are due with respect  
to each Mortgage Loan, a "Due Date").                                           

       Approximately 71.32% of the Mortgage Loans provide for payment by the
mortgagor of a prepayment charge in limited circumstances on certain            
prepayments. No such prepayment charge will be distributed to the holders of the
Offered Certificates.                                                           

      Approximately 5.02% of the Mortgage Loans will not fully amortize by
their respective maturity dates (each, a "Balloon Loan"). The Monthly Payment   
for each Balloon Loan is based on an amortization schedule ranging from 338     
months to 361 months, except for the final payment (the "Balloon Payment") which
is due and payable between the 60th month and the 182nd month following         
origination of such Mortgage Loan, depending on the terms of the related        
mortgage note. With respect to the majority of the Balloon Loans, the Monthly   
Payments for such Balloon Loans amortize over 360 months, but the Balloon       
Payment is due in the 180th month following origination. The amount of the      
Balloon Payment on each Balloon Loan is substantially in excess of the amount of
the scheduled Monthly Payment for such Mortgage Loan.                           

       Approximately 1.51% of the Mortgage Loans are Owner-financed Mortgage
Loans.                                                                          

        Each Mortgage Loan accrues interest at a per annum rate (the "Mortgage
Interest Rate") of not less than 3.375% per annum and not more than 16.250% per 
annum and as of the Cut-off Date the weighted average Mortgage Interest Rate of 
the Mortgage Loans was approximately 7.673% per annum.                          

      A substantial majority of the Adjustable-Rate Mortgage Loans provide
for semi-annual adjustment to the Mortgage Interest Rate thereon and for        
corresponding adjustments to the Monthly Payment amount due thereon, in each    
case on each adjustment date applicable thereto (each such date, an "Adjustment 
Date"). On each Adjustment Date for each Adjustable-Rate Mortgage Loan, the     
Mortgage Interest Rate thereon will be adjusted to equal the sum of the index   
applicable to determining the Mortgage Interest Rate on each Adjustable-Rate    
Mortgage Loan (the "Index") and a fixed percentage amount (the "Gross Margin"). 
The Mortgage Interest Rate on each such Adjustable-Rate Mortgage Loan will not  
increase or decrease by more than a percentage ranging from 1.000% to 6.000% per
annum on the first related Adjustment Date (the "Initial Periodic Rate Cap") and
from 1.000% to 3.000% per annum on any Adjustment Date thereafter (the "Periodic
Rate Cap"). The Adjustable-Rate Mortgage Loans have a weighted average Initial  
Periodic Rate Cap of approximately 2.572% per annum and a weighted average      
Periodic Rate Cap of approximately 1.120% per annum thereafter. Each Mortgage   
Interest Rate on each such Adjustable-Rate Mortgage Loan will not exceed a      
specified maximum Mortgage Interest Rate over the life of such Adjustable-Rate  
Mortgage Loan (the "Maximum Mortgage Interest Rate") or (except for 1.23% of the
Adjustable-Rate Mortgage Loans that do not have a specified minimum Mortgage    
Interest Rate) be less than a specified minimum Mortgage Interest Rate over the 
life of such Adjustable-Rate Mortgage Loan (the "Minimum Mortgage Interest      
Rate").                                                                         

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      Effective with the first Monthly Payment due on each Adjustable-Rate
Mortgage Loan after each related Adjustment Date, the Monthly Payment will be   
adjusted to an amount that will amortize fully the outstanding Principal Balance
of the related Mortgage Loan over its remaining term, and pay interest at the   
Mortgage Interest Rate as so adjusted. Due to the application of the Periodic   
Rate Caps and the Maximum Mortgage Interest Rates, the Mortgage Interest Rate on
each such Mortgage Loan, as adjusted on any related Adjustment Date, may be less
than the sum of the Index and the related Gross Margin, rounded as described    
herein. See "--The Index" in this Prospectus Supplement. None of the            
Adjustable-Rate Mortgage Loans permit the related mortgagor to convert the      
adjustable Mortgage Interest Rate thereon to a fixed Mortgage Interest Rate.    

       The Mortgage Loans have original terms to maturity ranging from 60 to
380 months. The weighted average remaining term to maturity of the Mortgage     
Loans will be approximately 332 months as of the Cut-off Date. None of the      
Mortgage Loans had a first Due Date prior to October 12, 1980 or after February 
1, 2004 or will have a remaining term to maturity of less than 8 months or      
greater than 360 months as of the Cut-off Date. The latest maturity date of any 
Mortgage Loan is January 1, 2034.                                               

        The average Principal Balance of the Mortgage Loans at origination was
approximately $127,366.20. No Mortgage Loan had a Cut-off Date Principal Balance
of greater than approximately $648,929.19 or less than approximately $2,400.59. 
The average Cut-off Date Principal Balance of the Mortgage Loans was            
approximately $125,440.13.                                                      

       The Mortgage Loans are expected to have the following characteristics
as of the Cut-off Date (the sum in any column may not equal the total indicated 
due to rounding):                                                               

Cut-off Date Principal Balances of the Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                    Principal Balance  % of Aggregate Principal Balance of 
                                      Number of     Outstanding as of  the Mortgage Loans Outstanding as of
   Range of Principal Balances ($)  Mortgage Loans  the Cut-off Date             the Cut-off Date          
   -------------------------------  --------------  ----------------   ------------------------------------
                                                                                                           
$0.01 to $50,000.00..............          628        $18,813,830.76                    4.43%              
$50,000.01 to $100,000.00........          857         63,976,611.47                   15.08               
$100,000.01 to $150,000.00.......          760         94,871,110.58                   22.36               
$150,000.01 to $200,000.00.......          608        105,502,167.28                   24.87               
$200,000.01 to $250,000.00.......          386         86,119,585.29                   20.30               
$250,000.01 to $300,000.00.......           48         13,210,489.96                    3.11               
$300,000.01 to $350,000.00.......           24          7,749,193.78                    1.83               
$350,000.01 to $400,000.00.......           17          6,503,751.54                    1.53               
$400,000.01 to $450,000.00.......           17          7,191,421.96                    1.70               
$450,000.01 to $500,000.00.......           10          4,700,831.21                    1.11               
$500,000.01 to $550,000.00.......            8          4,180,558.86                    0.99               
$550,000.01 to $600,000.00.......           11          6,411,135.01                    1.51               
$600,000.01 to $650,000.00.......            8          5,007,816.73                    1.18               
                                       ---------    ----------------   ------------------------------------
         Total...................        3,382       $424,238,504.43                  100.00%              
                                       =========    ================   ====================================

------------------                                                              

(1) The average Cut-off Date Principal Balance of the Mortgage Loans was        
approximately $125,440.13.                                                      

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 Original Terms to Maturity of the Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                     Principal Balance  % of Aggregate Principal Balance of 
                                       Number of     Outstanding as of  the Mortgage Loans Outstanding as of
   Range of Original Terms (months)  Mortgage Loans  the Cut-off Date             the Cut-off Date          
   --------------------------------  --------------  ----------------   ------------------------------------
                                                                                                            
49 to 60.........................             2           $207,172.31                    0.05%              
61 to 72.........................             1              5,362.36                    0.00               
97 to 108........................             2             66,755.07                    0.02               
109 to 120.......................            40            783,241.58                    0.18               
121 to 132.......................             9            164,287.17                    0.04               
133 to 144.......................             1             33,551.64                    0.01               
145 to 156.......................             2             92,288.52                    0.02               
157 to 168.......................             2             97,676.47                    0.02               
169 to 180.......................           600         38,403,007.44                    9.05               
181 to 192.......................            12            442,163.25                    0.10               
193 to 204.......................             1             40,069.55                    0.01               
205 to 216.......................             1             81,710.57                    0.02               
217 to 228.......................             1             31,593.25                    0.01               
229 to 240.......................            67          5,111,090.47                    1.20               
241 to 252.......................             2             63,600.61                    0.01               
253 to 264.......................             1             45,787.19                    0.01               
289 to 300.......................             4            269,182.83                    0.06               
301 to 312.......................             2            193,402.01                    0.05               
313 to 324.......................             2            167,277.41                    0.04               
325 to 336.......................             1             43,704.03                    0.01               
337 to 348.......................             8            650,399.26                    0.15               
349 to 360.......................         2,616        376,973,338.19                   88.86               
361 to 372.......................             4            257,754.63                    0.06               
373 to 384.......................             1             14,088.62                    0.00               
                                        ---------    ----------------   ------------------------------------
         Total...................         3,382       $424,238,504.43                  100.00%              
                                        =========    ================   ====================================

------------------                                                              

(1) The weighted average original term to maturity of the Mortgage Loans was    
approximately 341 months.                                                       

Property Types of the Mortgage Loans

                                                        [Enlarge/Download Table]

                                                     Principal Balance  % of Aggregate Principal Balance of 
                                       Number of     Outstanding as of  the Mortgage Loans Outstanding as of
           Property Type             Mortgage Loans  the Cut-off Date             the Cut-off Date          
   --------------------------------  --------------  ----------------   ------------------------------------
                                                                                                            
Single Family....................         2,557       $307,495,043.12                   72.48%              
PUD(1) ..........................           307         46,446,855.78                   10.95               
Condominium......................           261         31,997,380.58                    7.54               
2-Family.........................           156         22,440,941.29                    5.29               
3-Family.........................            44          7,333,081.38                    1.73               
4-Family.........................            32          6,437,783.49                    1.52               
Manufactured.....................            17          1,313,662.28                    0.31               
High Rise Condominium............             2            321,824.39                    0.08               
Townhouse........................             5            250,961.56                    0.06               
Mixed Use........................             1            200,970.56                    0.05               
                                        ---------    ----------------   ------------------------------------
         Total...................         3,382       $424,238,504.43                  100.00%              
                                        =========    ================   ====================================

------------------                                                              

(1) PUD refers to Planned Unit Development.                                     

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 Occupancy Status of the Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                     Principal Balance  % of Aggregate Principal Balance of 
                                       Number of     Outstanding as of  the Mortgage Loans Outstanding as of
         Occupancy Status            Mortgage Loans  the Cut-off Date             the Cut-off Date          
   --------------------------------  --------------  ----------------   ------------------------------------
                                                                                                            
Primary..........................         3,105       $393,150,269.01                   92.67%              
Investor.........................           247         27,805,880.63                    6.55               
Secondary........................            30          3,282,354.79                    0.77               
                                        ---------    ----------------   ------------------------------------
         Total...................         3,382       $424,238,504.43                  100.00%              
                                        =========    ================   ====================================

------------------                                                              

(1) Based on a representation made by the borrower at the time of origination.  

 Purpose of the Mortgage Loans

                                                        [Enlarge/Download Table]

                                                     Principal Balance  % of Aggregate Principal Balance of 
                                       Number of     Outstanding as of  the Mortgage Loans Outstanding as of
               Purpose               Mortgage Loans  the Cut-off Date             the Cut-off Date          
   --------------------------------  --------------  ----------------   ------------------------------------
                                                                                                            
Equity Refinance.................         1,642       $204,170,193.20                   48.13%              
Purchase.........................         1,488        186,322,281.25                   43.92               
Rate/Term Refinance..............           252         33,746,029.98                    7.95               
                                        ---------    ----------------   ------------------------------------
         Total...................         3,382       $424,238,504.43                  100.00%              
                                        =========    ================   ====================================

Mortgage Interest Rates of the Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                     Principal Balance  % of Aggregate Principal Balance of 
         Range of Mortgage             Number of     Outstanding as of  the Mortgage Loans Outstanding as of
         Interest Rates (%)          Mortgage Loans  the Cut-off Date             the Cut-off Date          
   --------------------------------  --------------  ----------------   ------------------------------------
                                                                                                            
3.001% to 3.500%.................              1           $152,546.99                    0.04%             
4.501% to 5.000%.................             13          2,430,830.00                    0.57              
5.001% to 5.500%.................             46          7,987,501.65                    1.88              
5.501% to 6.000%.................            140         25,019,313.12                    5.90              
6.001% to 6.500%.................            289         47,660,358.18                   11.23              
6.501% to 7.000%.................            475         82,389,127.11                   19.42              
7.001% to 7.500%.................            447         70,648,259.22                   16.65              
7.501% to 8.000%.................            486         65,633,201.35                   15.47              
8.001% to 8.500%.................            295         35,941,299.56                    8.47              
8.501% to 9.000%.................            270         32,512,019.35                    7.66              
9.001% to 9.500%.................            145         12,568,549.22                    2.96              
9.501% to 10.000%................            182         12,511,258.92                    2.95              
10.001% to 10.500%...............            143          7,668,407.82                    1.81              
10.501% to 11.000%...............            132          7,264,039.57                    1.71              
11.001% to 11.500%...............             76          4,016,457.73                    0.95              
11.501% to 12.000%...............            109          4,790,855.60                    1.13              
12.001% to 12.500%...............             44          2,068,361.39                    0.49              
12.501% to 13.000%...............             36          1,313,060.01                    0.31              
13.001% to 13.500%...............             16            537,497.57                    0.13              
13.501% to 14.000%...............             15            461,374.03                    0.11              
14.001% to 14.500%...............              6            116,950.49                    0.03              
14.501% to 15.000%...............             11            339,878.98                    0.08              
15.001% to 15.500%...............              2             93,558.15                    0.02              
15.501% to 16.000%...............              2             74,507.89                    0.02              
16.001% to 16.500%...............              1             39,290.53                    0.01              
                                        ---------    ----------------   ------------------------------------
         Total...................         3,382       $424,238,504.43                  100.00%              
                                        =========    ================   ====================================

------------------                                                              

 (1) The weighted average Mortgage Interest Rate of the Mortgage Loans as of the
Cut-off Date was approximately 7.673% per annum.                      

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 Combined Loan-to-Value Ratio of the Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                     Principal Balance  % of Aggregate Principal Balance of 
    Range of Combined Loan-to-Value    Number of     Outstanding as of  the Mortgage Loans Outstanding as of
              Ratios (%)             Mortgage Loans  the Cut-off Date             the Cut-off Date          
   --------------------------------  --------------  ----------------   ------------------------------------
                                                                                                            
0.01% to 10.00%..................            16           $158,282.58                    0.04%              
10.01% to 20.00%.................            34          1,137,254.41                    0.27               
20.01% to 30.00%.................            54          2,377,019.34                    0.56               
30.01% to 40.00%.................            63          3,060,753.09                    0.72               
40.01% to 50.00%.................           118          9,100,170.64                    2.15               
50.01% to 60.00%.................           152         13,308,242.77                    3.14               
60.01% to 70.00%.................           317         36,229,382.76                    8.54               
70.01% to 80.00%.................           933        141,003,886.85                   33.24               
80.01% to 90.00%.................           736        110,931,391.89                   26.15               
90.01% to 100.00%................           937        104,333,643.40                   24.59               
100.01% to 110.00%...............            17          1,733,871.31                    0.41               
110.01% to 120.00%...............             3            639,610.33                    0.15               
120.01% to 125.00%...............             2            224,995.06                    0.05               
                                        ---------    ----------------   ------------------------------------
         Total...................         3,382       $424,238,504.43                  100.00%              
                                        =========    ================   ====================================

------------------                                                              

(1)  The weighted average Combined Loan-to-Value Ratio of the Mortgage Loans as 
of the Cut-off Date was approximately 82.11%.                         

Credit Scores of the Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                     Principal Balance  % of Aggregate Principal Balance of  
                                       Number of     Outstanding as of  the Mortgage Loans Outstanding as of 
         Range of Credit Scores      Mortgage Loans  the Cut-off Date             the Cut-off Date           
   --------------------------------  --------------  ----------------   ------------------------------------ 
                                                                                                             
No Score Reported................            101         $4,697,615.94                    1.11%              
421 to 440.......................              2            303,253.02                    0.07               
441 to 460.......................              7            649,532.16                    0.15               
461 to 480.......................              8            801,506.97                    0.19               
481 to 500.......................             22          1,774,997.74                    0.42               
501 to 520.......................            101         11,387,980.12                    2.68               
521 to 540.......................            161         19,578,640.45                    4.62               
541 to 560.......................            159         19,531,306.72                    4.60               
561 to 580.......................            198         26,603,886.19                    6.27               
581 to 600.......................            223         30,060,387.93                    7.09               
601 to 620.......................            273         32,725,789.98                    7.71               
621 to 640.......................            384         50,280,963.18                   11.85               
641 to 660.......................            424         54,857,024.02                   12.93               
661 to 680.......................            411         54,766,599.65                   12.91               
681 to 700.......................            283         36,943,888.04                    8.71               
701 to 720.......................            216         27,327,634.31                    6.44               
721 to 740.......................            160         20,550,313.37                    4.84               
741 to 760.......................            128         15,629,302.02                    3.68               
761 to 780.......................             77         10,490,579.53                    2.47               
781 to 800.......................             34          4,285,508.45                    1.01               
801 to 820.......................             10            991,794.64                    0.23               
                                        ---------     ----------------   ------------------------------------
         Total...................          3,382       $424,238,504.43                  100.00%              
                                        =========     ================   ====================================

------------------                                                              

(1)  The weighted average Credit Score (where Credit Scores were available) of  
the Mortgage Loans as of the Cut-off Date was approximately 642.      

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Geographic Distribution of the Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                     Principal Balance  % of Aggregate Principal Balance of 
                                       Number of     Outstanding as of  the Mortgage Loans Outstanding as of
              Location               Mortgage Loans  the Cut-off Date             the Cut-off Date          
   --------------------------------  --------------  ----------------   ------------------------------------
                                                                                                            
Alabama..........................            11           $562,394.58                    0.13%              
Arizona..........................           164         13,606,238.03                    3.21               
Arkansas.........................             9            597,173.57                    0.14               
California.......................           997        147,603,035.17                   34.79               
Colorado.........................            67          7,861,855.10                    1.85               
Connecticut......................            45          5,994,551.43                    1.41               
Delaware.........................             4            624,312.95                    0.15               
District of Columbia.............            12          1,149,048.05                    0.27               
Florida..........................           375         44,738,136.01                   10.55               
Georgia..........................            44          5,047,316.14                    1.19               
Hawaii...........................             6          1,382,907.99                    0.33               
Idaho............................             8            781,688.33                    0.18               
Illinois.........................           203         30,310,628.81                    7.14               
Indiana..........................            58          4,608,311.03                    1.09               
Iowa.............................            17          1,635,921.42                    0.39               
Kansas...........................             8            754,244.75                    0.18               
Kentucky.........................            19          1,679,749.97                    0.40               
Louisiana........................            33          2,693,040.17                    0.63               
Maine............................            14          1,287,466.30                    0.30               
Maryland.........................            79         10,866,316.26                    2.56               
Massachusetts....................            60          9,653,774.39                    2.28               
Michigan.........................            86          8,897,603.57                    2.10               
Minnesota........................            22          3,230,551.43                    0.76               
Mississippi......................             9            481,297.76                    0.11               
Missouri.........................            47          4,456,340.93                    1.05               
Montana..........................             8            647,721.30                    0.15               
Nebraska.........................             5            646,742.30                    0.15               
Nevada...........................            68          7,225,157.25                    1.70               
New Hampshire....................            15          2,377,331.05                    0.56               
New Jersey.......................            81         14,405,782.90                    3.40               
New Mexico.......................            18          2,159,493.08                    0.51               
New York.........................            81         13,625,041.65                    3.21               
North Carolina...................            45          4,666,073.80                    1.10               
North Dakota.....................             1            103,637.11                    0.02               
Ohio.............................            78          7,550,717.11                    1.78               
Oklahoma.........................            32          2,445,133.67                    0.58               
Oregon...........................            55          5,968,440.22                    1.41               
Pennsylvania.....................            76          8,154,707.41                    1.92               
Rhode Island.....................            12          1,533,575.85                    0.36               
South Carolina...................            16          1,659,423.58                    0.39               
South Dakota.....................             2            313,416.03                    0.07               
Tennessee........................            31          3,201,882.63                    0.75               
Texas............................           160         12,959,823.17                    3.05               
Utah.............................            17          1,443,007.21                    0.34               
Vermont..........................             1             53,633.46                    0.01               
Virginia.........................            47          6,389,208.48                    1.51               
Washington.......................           112         13,539,532.67                    3.19               
West Virginia....................             7            813,610.19                    0.19               
Wisconsin........................            14          1,651,057.76                    0.39               
Wyoming..........................             3            200,450.41                    0.05               
                                        ---------    ----------------   ------------------------------------
         Total...................         3,382       $424,238,504.43                  100.00%              
                                        =========    ================   ====================================

------------------                                                              

(1)  The greatest ZIP Code geographic concentration of the Mortgage Loans, by   
   aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date,
was approximately 0.39% in the 95206 ZIP Code.                        

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 Documentation Levels of the Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                     Principal Balance  % of Aggregate Principal Balance of 
                                       Number of     Outstanding as of  the Mortgage Loans Outstanding as of
         Documentation Level         Mortgage Loans  the Cut-off Date             the Cut-off Date          
   --------------------------------  --------------  ----------------   ------------------------------------
                                                                                                            
Full Documentation...............         1,610       $187,429,201.37                   44.18%              
Stated Income....................         1,093        159,320,756.16                   37.55               
No Documentation.................           454         49,029,602.53                   11.56               
Alternate Documentation..........            78         14,653,665.52                    3.45               
Limited Documentation............           128         12,483,436.72                    2.94               
Missing Documentation............            15            941,449.42                    0.22               
Streamlined Documentation........             4            380,392.71                    0.09               
                                        ---------    ----------------   ------------------------------------
         Total...................         3,382       $424,238,504.43                  100.00%              
                                        =========    ================   ====================================

------------------                                                              

(1) For a description of each documentation level, see "Underwriting Standards" 
in this Prospectus Supplement.                                                  

Status of the Mortgage Loans

                                                        [Enlarge/Download Table]

                                                     Principal Balance  % of Aggregate Principal Balance of 
                                       Number of     Outstanding as of  the Mortgage Loans Outstanding as of
               Status                Mortgage Loans  the Cut-off Date             the Cut-off Date          
   --------------------------------  --------------  ----------------   ------------------------------------
                                                                                                            
Current..........................         3,382       $424,238,504.43                  100.00%              
                                        ---------    ----------------   ------------------------------------
         Total...................         3,382       $424,238,504.43                  100.00%              
                                        =========    ================   ====================================

Maximum Mortgage Interest Rates of the Adjustable-Rate Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                       Principal Balance  % of Aggregate Principal Balance of  
   Range of Maximum Mortgage Interest    Number of     Outstanding as of  the Mortgage Loans Outstanding as of 
              Rates (%)                Mortgage Loans  the Cut-off Date             the Cut-off Date           
   --------------------------------    --------------  ----------------   ------------------------------------ 
                                                                                                               
9.501% to 10.000%................               1            $288,950.58                    0.13%              
10.001% to 10.500%...............               5             343,271.55                    0.15               
10.501% to 11.000%...............               3             388,105.86                    0.17               
11.001% to 11.500%...............               7           1,822,357.35                    0.81               
11.501% to 12.000%...............              54          10,559,550.99                    4.72               
12.001% to 12.500%...............              81          16,338,741.78                    7.30               
12.501% to 13.000%...............             167          34,169,223.03                   15.27               
13.001% to 13.500%...............             186          35,059,613.21                   15.67               
13.501% to 14.000%...............             228          38,114,399.39                   17.04               
14.001% to 14.500%...............             182          26,224,413.74                   11.72               
14.501% to 15.000%...............             175          26,011,314.40                   11.63               
15.001% to 15.500%...............              93          10,399,566.61                    4.65               
15.501% to 16.000%...............             107          12,372,824.04                    5.53               
16.001% to 16.500%...............              41           4,004,638.85                    1.79               
16.501% to 17.000%...............              31           2,886,941.79                    1.29               
17.001% to 17.500%...............              14           1,309,416.23                    0.59               
17.501% to 18.000%...............              22           1,769,237.35                    0.79               
18.001% to 18.500%...............              11             851,144.88                    0.38               
18.501% to 19.000%...............               7             358,843.00                    0.16               
19.001% to 19.500%...............               5             164,803.55                    0.07               
19.501% to 20.000%...............               2              63,503.81                    0.03               
20.001% to 20.500%...............               1              21,240.93                    0.01               
25.501% to 26.000%...............               1             202,488.65                    0.09               
                                          ---------     ----------------   ------------------------------------
         Total...................           1,424        $223,724,591.57                  100.00%              
                                          =========     ================   ====================================

------------------                                                              

(1)  The weighted average Maximum Mortgage Interest Rate of the Adjustable-Rate 
    Mortgage Loans as of the Cut-off Date was approximately 13.898% per annum.

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Minimum Mortgage Interest Rates of the Adjustable-Rate Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                     Principal Balance  % of Aggregate Principal Balance of 
 Range of Minimum Mortgage Interest    Number of     Outstanding as of  the Adjustable-Rate Mortgage Loans  
              Rates (%)              Mortgage Loans  the Cut-off Date    Outstanding as of the Cut-off Date 
 ----------------------------------  --------------  ----------------   ------------------------------------
                                                                                                            
None Specified...................           22          $2,754,161.06                    1.23%              
0.001% - 1.000%..................            2             222,571.80                    0.10               
2.001% - 2.500%..................            1             138,283.56                    0.06               
2.501% - 3.000%..................            2             406,816.04                    0.18               
3.001% - 3.500%..................            2             450,532.42                    0.20               
4.501% - 5.000%..................            4             477,103.25                    0.21               
5.001% - 5.500%..................            9           2,053,281.21                    0.92               
5.501% - 6.000%..................           51          11,220,827.46                    5.02               
6.001% - 6.500%..................          127          23,258,184.92                   10.40               
6.501% - 7.000%..................          272          51,265,840.04                   22.91               
7.001% - 7.500%..................          252          44,092,570.22                   19.71               
7.501% - 8.000%..................          221          34,710,500.79                   15.51               
8.001% - 8.500%..................          124          15,726,676.23                    7.03               
8.501% - 9.000%..................          135          17,972,737.25                    8.03               
9.001% - 9.500%..................           51           6,011,126.87                    2.69               
9.501% - 10.000%.................           48           5,210,790.61                    2.33               
10.001% - 10.500%................           23           1,974,824.38                    0.88               
10.501% - 11.000%................           23           2,237,506.71                    1.00               
11.001% - 11.500%................           13           1,177,487.26                    0.53               
11.501% - 12.000%................           17             935,015.02                    0.42               
12.001% - 12.500%................           10             845,281.26                    0.38               
12.501% - 13.000%................            9             459,057.77                    0.21               
13.001% - 13.500%................            6             123,415.44                    0.06               
                                        ---------    ----------------   ------------------------------------
         Total...................        1,424        $223,724,591.57                  100.00%              
                                        =========    ================   ====================================

------------------                                                              

(1)  The weighted average Minimum Mortgage Interest Rate of the Adjustable-Rate 
  Mortgage Loans as of the Cut-off Date was approximately 7.486% per annum
   (calculated assuming the Minimum Mortgage Interest Rate will be the Gross
     Margin for Adjustable-Rate Mortgage Loans with no Minimum Mortgage Interest
Rate specified in the related mortgage note).                         

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Gross Margins of the Adjustable-Rate Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                     Principal Balance  % of Aggregate Principal Balance of 
                                       Number of     Outstanding as of  the Adjustable-Rate Mortgage Loans  
      Range of Gross Margins (%)     Mortgage Loans  the Cut-off Date    Outstanding as of the Cut-off Date 
   --------------------------------  --------------  ----------------   ------------------------------------
                                                                                                            
0.001% - 1.000%..................            1             $70,852.60                    0.03%              
1.001% - 1.500%..................            2             353,209.28                    0.16               
2.001% - 2.500%..................            2             290,830.55                    0.13               
2.501% - 3.000%..................           29           2,828,769.64                    1.26               
3.001% - 3.500%..................            6           1,206,206.00                    0.54               
3.501% - 4.000%..................            2             290,249.92                    0.13               
4.001% - 4.500%..................            9             851,459.08                    0.38               
4.501% - 5.000%..................          122          18,693,448.89                    8.36               
5.001% - 5.500%..................          261          38,811,381.96                   17.35               
5.501% - 6.000%..................          303          53,941,336.63                   24.11               
6.001% - 6.500%..................          355          64,527,613.90                   28.84               
6.501% - 7.000%..................          125          18,519,142.20                    8.28               
7.001% - 7.500%..................           73           9,517,311.05                    4.25               
7.501% - 8.000%..................           49           5,465,309.73                    2.44               
8.001% - 8.500%..................           40           4,018,374.75                    1.80               
8.501% - 9.000%..................           30           2,976,779.30                    1.33               
9.001% - 9.500%..................           12           1,116,440.59                    0.50               
9.501% - 10.000%.................            1             110,348.13                    0.05               
10.001% - 10.500%................            2             135,527.37                    0.06               
                                        ---------    ----------------   ------------------------------------
         Total...................        1,424        $223,724,591.57                  100.00%              
                                        =========    ================   ====================================

------------------                                                              

(1)  The weighted average Gross Margin of the Adjustable-Rate Mortgage Loans as 
of the Cut-off Date was approximately 6.069% per annum.               

 Initial Periodic Rate Caps of the Adjustable-Rate Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                     Principal Balance  % of Aggregate Principal Balance of 
                                       Number of     Outstanding as of  the Adjustable-Rate Mortgage Loans  
     Initial Periodic Rate Cap (%)   Mortgage Loans  the Cut-off Date    Outstanding as of the Cut-off Date 
   --------------------------------  --------------  ----------------   ------------------------------------
                                                                                                            
1.000%...........................          131         $13,057,892.79                    5.84%              
1.500%...........................          330          46,629,068.38                   20.84               
2.000%...........................           15           1,818,797.74                    0.81               
3.000%...........................          938         160,491,426.34                   71.74               
4.000%...........................            8           1,471,257.30                    0.66               
5.000%...........................            1             117,865.46                    0.05               
6.000%...........................            1             138,283.56                    0.06               
                                        ---------    ----------------   ------------------------------------
         Total..................         1,424        $223,724,591.57                  100.00%              
                                        =========    ================   ====================================

------------------                                                              

(1)  The weighted average Initial Periodic Rate Cap for the Adjustable-Rate     
   Mortgage Loans as of the Cut-off Date was approximately 2.572% per annum.

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 Periodic Rate Caps of the Adjustable-Rate Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                     Principal Balance  % of Aggregate Principal Balance of 
                                       Number of     Outstanding as of  the Adjustable-Rate Mortgage Loans  
         Periodic Rate Cap (%)       Mortgage Loans  the Cut-off Date    Outstanding as of the Cut-off Date 
   --------------------------------  --------------  ----------------   ------------------------------------
                                                                                                            
1.000%...........................        1,073        $173,988,930.73                   77.77%              
1.500%...........................          336          47,565,373.45                   21.26               
2.000%...........................            6             549,536.28                    0.25               
2.500%...........................            8           1,471,257.30                    0.66               
3.000%...........................            1             149,493.81                    0.07               
                                        ---------    ----------------   ------------------------------------
         Total...................        1,424        $223,724,591.57                  100.00%              
                                        =========    ================   ====================================

------------------                                                              
(1)  The weighted average Periodic Rate Cap for the Adjustable-Rate Mortgage    
Loans as of the Cut-off Date was approximately 1.120% per annum.      

Month of Next Adjustment Date of the Adjustable-Rate Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                     Principal Balance  % of Aggregate Principal Balance of 
             Month of Next              Number of    Outstanding as of  the Adjustable-Rate Mortgage Loans  
            Adjustment Date          Mortgage Loans  the Cut-off Date    Outstanding as of the Cut-off Date 
   --------------------------------  --------------  ----------------   ------------------------------------
                                                                                                            
January 2004.....................            2            $130,434.54                    0.06%              
February 2004....................           22           1,937,649.48                    0.87               
March 2004.......................           22           1,967,358.80                    0.88               
April 2004.......................           18           1,423,589.97                    0.64               
May 2004.........................           19           1,193,582.50                    0.53               
June 2004........................           17           1,251,519.68                    0.56               
July 2004........................           18           1,123,734.80                    0.50               
August 2004......................            8             673,998.40                    0.30               
September 2004...................            8             613,708.70                    0.27               
October 2004.....................            6             468,673.53                    0.21               
November 2004....................            8             788,763.50                    0.35               
December 2004....................            2             108,165.91                    0.05               
January 2005.....................            4             611,348.72                    0.27               
February 2005....................            1              62,395.94                    0.03               
March 2005.......................            3             417,810.60                    0.19               
April 2005.......................            3             646,698.52                    0.29               
May 2005.........................            5             800,127.19                    0.36               
June 2005........................            3             372,881.25                    0.17               
July 2005........................           32           4,592,888.40                    2.05               
August 2005......................          174          26,106,789.80                   11.67               
September 2005...................          103          13,981,827.52                    6.25               
October 2005.....................          209          32,443,836.29                   14.50               
November 2005....................          537         103,645,758.83                   46.33               
December 2005....................           16           2,674,818.57                    1.20               
April 2006.......................            2             152,681.99                    0.07               
May 2006.........................            1             288,950.58                    0.13               
July 2006 .......................            2             338,304.46                    0.15               
August 2006......................            1              97,961.68                    0.04               
September 2006...................           74           9,030,344.37                    4.04               
October 2006.....................           52           7,459,389.63                    3.33               
November 2006....................           42           6,735,100.52                    3.01               
December 2006....................            2             377,954.05                    0.17               
April 2008.......................            1             138,283.56                    0.06               
May 2008.........................            1             117,865.46                    0.05               
October 2008.....................            2             357,865.17                    0.16               
November 2008....................            4             591,528.66                    0.26               
                                        ---------    ----------------   ------------------------------------
         Total...................        1,424        $223,724,591.57                  100.00%              
                                        =========    ================   ====================================

------------------                                                              
(1)  The weighted average months to next Adjustment Date for the Adjustable-Rate
Mortgage Loans as of the Cut-off Date was approximately 22 months.    

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Group I Mortgage Loan Statistics                                                

       Loan Group I consists of fixed-rate FHA Mortgage Loans and fixed-rate
Mortgage Loans not covered by any FHA insurance. The following statistical      
information, unless otherwise specified, is based upon the Group I Loan Balance 
as of the Cut-off Date.                                                         

   Approximately 37.21% of the Group I Mortgage Loans had a Combined
Loan-to-Value Ratio at origination in excess of 80% and do not have primary     
mortgage insurance or FHA insurance. Of the Group I Mortgage Loans, 91.47% have 
Due Dates on the first day of the month.                                        

    Approximately 0.20% of the Group I Mortgage Loans are FHA Mortgage
Loans. See "--FHA Mortgage Loans."                                              

        Approximately 63.36% of the Group I Mortgage Loans provide for payment
by the mortgagor of a prepayment charge in limited circumstances on certain     
prepayments. No such prepayment charge will be distributed to the holders of the
Offered Certificates.                                                           

       Approximately 10.52% of the Group I Mortgage Loans are Balloon Loans.
The Monthly Payment for each Group I Balloon Loan is based on an amortization   
schedule of 360 months, except for the Balloon Payment which is due and payable 
between the 60th month and the 181st month following origination of such Group I
Balloon Loan, depending on the terms of the related mortgage note. With respect 
to the majority of the Group I Balloon Loans, the Monthly Payments for such     
Group I Balloon Loans amortize over 360 months, but the Balloon Payment is due  
in the 180th month following origination. The amount of the Balloon Payment on  
each Group I Balloon Loan is substantially in excess of the amount of the       
scheduled Monthly Payment for such Group I Balloon Loan.                        

      Approximately 3.29% of the Group I Mortgage Loans are Owner-financed
Mortgage Loans.                                                                 

    Approximately 3.84% of the Group I Mortgage Loans will provide for
interest only Monthly Payments for the first 120 months of the term of the      
Mortgage Loan (each, an "Interest Only Mortgage Loan"). The Monthly Payment with
respect to such Interest Only Mortgage Loans will include accrued interest and  
principal on such Mortgage Loan beginning in the 121st month of the term of such
Mortgage Loan. As a result of this payment structure, Monthly Payments beginning
in the 121st month of the term of such Mortgage Loans may be significantly      
larger than the first 120 Monthly Payments required under the Mortgage Note.    

     Each Group I Mortgage Loan has a Mortgage Interest Rate of not less
than 4.750% per annum and not more than 16.250% per annum and as of the Cut-off 
Date the weighted average Mortgage Interest Rate of the Group I Mortgage Loans  
was approximately 7.829% per annum.                                             

         The Group I Mortgage Loans have original terms to maturity ranging from
60 to 380 months. The weighted average remaining term to maturity of the Group I
Mortgage Loans will be approximately 310 months as of the Cut-off Date. None of 
the Group I Mortgage Loans had a first Due Date prior to October 12, 1980 or    
after February 1, 2004 or will have a remaining term to maturity of less than 17
months or greater than 360 months as of the Cut-off Date. The latest maturity   
date of any Group I Mortgage Loan is January 1, 2034.                           

The average Principal Balance of the Group I Mortgage Loans at
origination was approximately $105,705.88. No Group I Mortgage Loan had a       
Cut-off Date Principal Balance of greater than approximately $601,856.88 or less
than approximately $2,539.30. The average Cut-off Date Principal Balance of the 
Group I Mortgage Loans was approximately $103,414.86.                           

    Approximately 8.76% of the Group I Mortgage Loans are secured by a
Second Lien or Third Lien that is junior to a First Lien and, in certain cases, 
a Second Lien on the related Mortgaged Property, and approximately 91.24% of the
Group I Mortgage Loans are secured by a First Lien on the related Mortgaged     
Property.                                                                       

The Group I Mortgage Loans are expected to have the following 
characteristics as of the Cut-off Date (the sum in any column may not equal the 
total indicated due to rounding):                                               

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Cut-off Date Principal Balances of the Group I Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                      Principal Balance  % of Aggregate Principal Balance of 
                                        Number of     Outstanding as of  Group I Mortgage Loans Outstanding  
   Range of Principal Balances ($)    Mortgage Loans  the Cut-off Date         as of the Cut-off Date        
-----------------------------------   --------------  -----------------  ------------------------------------
                                                                                                             
$0.01 to $50,000.00..............            363        $10,744,720.40                    8.33%              
$50,000.01 to $100,000.00........            334         25,055,567.55                   19.43               
$100,000.01 to $150,000.00.......            231         28,511,053.56                   22.11               
$150,000.01 to $200,000.00.......            184         31,940,632.49                   24.77               
$200,000.01 to $250,000.00.......            121         26,917,244.08                   20.87               
$250,000.01 to $300,000.00.......              3            789,639.47                    0.61               
$300,000.01 to $350,000.00.......              4          1,312,146.17                    1.02               
$400,000.01 to $450,000.00.......              1            422,135.52                    0.33               
$450,000.01 to $500,000.00.......              1            459,892.22                    0.36               
$500,000.01 to $550,000.00.......              2          1,059,453.27                    0.82               
$550,000.01 to $600,000.00.......              2          1,143,983.95                    0.89               
$600,000.01 to $650,000.00.......              1            601,856.88                    0.47               
                                     ---------------  -----------------  ------------------------------------
             Total...............          1,247       $128,958,325.56                  100.00%              
                                     ===============   ================  ====================================

------------------                                                              

(1) The average Cut-off Date Principal Balance of the Group I Mortgage Loans was
approximately $103,414.86.                                                      

 Original Terms to Maturity of the Group I Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                      Principal Balance  % of Aggregate Principal Balance of 
                                        Number of     Outstanding as of  Group I Mortgage Loans Outstanding  
  Range of Original Terms (months)    Mortgage Loans  the Cut-off Date         as of the Cut-off Date        
-----------------------------------   --------------  -----------------  ------------------------------------
                                                                                                             
49 to 60.........................              1           $198,672.09                    0.15%              
97 to 108........................              1             13,035.42                    0.01               
109 to 120.......................             26            582,610.41                    0.45               
121 to 132.......................              5            113,347.20                    0.09               
133 to 144.......................              1             33,551.64                    0.03               
169 to 180.......................            385         25,207,774.07                   19.55               
181 to 192.......................              9            281,717.88                    0.22               
205 to 216.......................              1             81,710.57                    0.06               
229 to 240.......................             35          2,198,696.48                    1.70               
241 to 252.......................              1             19,640.09                    0.02               
253 to 264.......................              1             45,787.19                    0.04               
289 to 300.......................              4            269,182.83                    0.21               
313 to 324.......................              2            167,277.41                    0.13               
325 to 336.......................              1             43,704.03                    0.03               
337 to 348.......................              7            581,134.82                    0.45               
349 to 360.......................            764         98,966,133.15                   76.74               
361 to 372.......................              2            140,261.66                    0.11               
373 to 384.......................              1             14,088.62                    0.01               
                                     ---------------  -----------------  ------------------------------------
             Total...............          1,247       $128,958,325.56                  100.00%              
                                     ===============   ================  ====================================

------------------                                                              

(1) The weighted average original term to maturity of the Group I Mortgage Loans
was approximately 320 months.                                                   

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Property Types of the Group I Mortgage Loans

                                                        [Enlarge/Download Table]

                                                      Principal Balance  % of Aggregate Principal Balance of 
                                        Number of     Outstanding as of  Group I Mortgage Loans Outstanding  
           Property Type              Mortgage Loans  the Cut-off Date         as of the Cut-off Date        
-----------------------------------   --------------  -----------------  ------------------------------------
                                                                                                             
Single Family....................            948        $91,870,419.18                   71.24%              
PUD(1)...........................            118         16,095,508.46                   12.48               
Condominium......................             87          8,596,610.23                    6.67               
2-Family.........................             56          7,653,591.89                    5.93               
3-Family.........................             20          2,938,800.46                    2.28               
4-Family.........................              6            849,779.99                    0.66               
Manufactured.....................              7            533,950.72                    0.41               
Townhouse........................              4            218,694.07                    0.17               
Mixed Use........................              1            200,970.56                    0.16               
                                     ---------------  -----------------  ------------------------------------
             Total...............          1,247       $128,958,325.56                  100.00%              
                                     ===============   ================  ====================================

------------------                                                              

(1) PUD refers to Planned Unit Development.                                     

 Occupancy Status of the Group I Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                      Principal Balance  % of Aggregate Principal Balance of 
                                        Number of     Outstanding as of  Group I Mortgage Loans Outstanding  
         Occupancy Status             Mortgage Loans  the Cut-off Date         as of the Cut-off Date        
-----------------------------------   --------------  -----------------  ------------------------------------
                                                                                                             
Primary..........................          1,143       $119,172,490.77                   92.41%              
Investor.........................             88          8,107,567.07                    6.29               
Secondary........................             16          1,678,267.72                    1.30               
                                     ---------------  -----------------  ------------------------------------
             Total...............          1,247       $128,958,325.56                  100.00%              
                                     ===============   ================  ====================================

------------------                                                              

(1) Based on a representation made by the borrower at the time of origination.  

 Purpose of the Group I Mortgage Loans

                                                        [Enlarge/Download Table]

                                                      Principal Balance  % of Aggregate Principal Balance of 
                                        Number of     Outstanding as of  Group I Mortgage Loans Outstanding  
               Purpose                Mortgage Loans  the Cut-off Date         as of the Cut-off Date        
-----------------------------------   --------------  -----------------  ------------------------------------
                                                                                                             
Equity Refinance.................            596        $61,965,364.64                   48.05%              
Purchase.........................            542         54,169,907.83                   42.01               
Rate/Term Refinance..............            109         12,823,053.09                    9.94               
                                     ---------------  -----------------  ------------------------------------
             Total...............          1,247       $128,958,325.56                  100.00%              
                                     ===============   ================  ====================================

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Mortgage Interest Rates of the Group I Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                      Principal Balance  % of Aggregate Principal Balance of 
        Range of Mortgage               Number of     Outstanding as of  Group I Mortgage Loans Outstanding  
        Interest Rates (%)            Mortgage Loans  the Cut-off Date         as of the Cut-off Date        
-----------------------------------   --------------  -----------------  ------------------------------------
                                                                                                             
4.501% to 5.000%.................              4           $737,109.49                    0.57%              
5.001% to 5.500%.................             26          4,201,059.95                    3.26               
5.501% to 6.000%.................             47          6,950,531.50                    5.39               
6.001% to 6.500%.................            109         16,723,711.70                   12.97               
6.501% to 7.000%.................            123         19,398,228.72                   15.04               
7.001% to 7.500%.................            132         17,910,873.07                   13.89               
7.501% to 8.000%.................            173         19,969,119.17                   15.48               
8.001% to 8.500%.................            103         11,817,341.11                    9.16               
8.501% to 9.000%.................             81          9,086,237.95                    7.05               
9.001% to 9.500%.................             58          4,618,776.53                    3.58               
9.501% to 10.000%................             80          4,467,576.24                    3.46               
10.001% to 10.500%...............             76          3,582,432.88                    2.78               
10.501% to 11.000%...............             70          3,155,772.28                    2.45               
11.001% to 11.500%...............             39          1,691,988.23                    1.31               
11.501% to 12.000%...............             61          2,493,241.02                    1.93               
12.001% to 12.500%...............             19            633,980.52                    0.49               
12.501% to 13.000%...............             13            419,959.46                    0.33               
13.001% to 13.500%...............              7            284,957.75                    0.22               
13.501% to 14.000%...............              8            280,229.51                    0.22               
14.001% to 14.500%...............              4            101,314.08                    0.08               
14.501% to 15.000%...............              9            226,527.83                    0.18               
15.001% to 15.500%...............              2             93,558.15                    0.07               
15.501% to 16.000%...............              2             74,507.89                    0.06               
16.001% to 16.500%...............              1             39,290.53                    0.03               
                                     ---------------  -----------------  ------------------------------------
             Total...............          1,247       $128,958,325.56                  100.00%              
                                     ===============   ================  ====================================

------------------                                                              

(1)  The weighted average Mortgage Interest Rate of the Group I Mortgage Loans  
as of the Cut-off Date was approximately 7.829% per annum.            

 Combined Loan-to-Value Ratio of the Group I Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                      Principal Balance  % of Aggregate Principal Balance of 
   Range of Combined Loan-to-Value      Number of     Outstanding as of  Group I Mortgage Loans Outstanding  
             Ratios (%)               Mortgage Loans  the Cut-off Date         as of the Cut-off Date        
-----------------------------------   --------------  -----------------  ------------------------------------
                                                                                                             
0.01% to 10.00%..................              9            $68,203.79                    0.05%              
10.01% to 20.00%.................             19            796,143.79                    0.62               
20.01% to 30.00%.................             26          1,214,849.14                    0.94               
30.01% to 40.00%.................             27          1,229,068.77                    0.95               
40.01% to 50.00%.................             61          3,775,297.97                    2.93               
50.01% to 60.00%.................             60          4,944,532.64                    3.83               
60.01% to 70.00%.................            116         12,071,701.61                    9.36               
70.01% to 80.00%.................            252         34,404,362.38                   26.68               
80.01% to 90.00%.................            210         26,149,952.76                   20.28               
90.01% to 100.00%................            453         42,597,896.37                   33.03               
100.01% to 110.00%...............             10          1,145,377.61                    0.89               
110.01% to 120.00%...............              2            335,943.67                    0.26               
120.01% to 125.00%...............              2            224,995.06                    0.17               
                                     ---------------  -----------------  ------------------------------------
             Total...............          1,247       $128,958,325.56                  100.00%              
                                     ===============   ================  ====================================

------------------                                                              

(1)  The weighted average Combined Loan-to-Value Ratio of the Group I Mortgage  
Loans as of the Cut-off Date was approximately 82.10%.                

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Credit Scores of the Group I Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                      Principal Balance  % of Aggregate Principal Balance of 
                                        Number of     Outstanding as of  Group I Mortgage Loans Outstanding  
        Range of Credit Scores        Mortgage Loans  the Cut-off Date         as of the Cut-off Date        
-----------------------------------   --------------  -----------------  ------------------------------------
                                                                                                             
No Score Reported................             64         $3,018,034.76                    2.34%              
421 to 440.......................              1            233,397.48                    0.18               
441 to 460.......................              3            296,896.29                    0.23               
461 to 480.......................              3            422,768.02                    0.33               
481 to 500.......................             10            418,953.82                    0.32               
501 to 520.......................             24          1,868,393.33                    1.45               
521 to 540.......................             37          3,872,656.05                    3.00               
541 to 560.......................             39          3,976,898.85                    3.08               
561 to 580.......................             52          5,135,994.83                    3.98               
581 to 600.......................             64          6,095,933.47                    4.73               
601 to 620.......................             90          7,058,884.98                    5.47               
621 to 640.......................            133         13,814,684.42                   10.71               
641 to 660.......................            146         15,377,822.15                   11.92               
661 to 680.......................            171         20,980,617.56                   16.27               
681 to 700.......................            133         14,966,926.45                   11.61               
701 to 720.......................            104         11,532,294.31                    8.94               
721 to 740.......................             72          7,774,229.40                    6.03               
741 to 760.......................             51          5,186,495.75                    4.02               
761 to 780.......................             32          4,482,029.50                    3.48               
781 to 800.......................             11          1,747,737.79                    1.36               
801 to 820.......................              7            696,676.35                    0.54               
                                     ---------------  -----------------  ------------------------------------
             Total...............          1,247       $128,958,325.56                  100.00%              
                                     ===============   ================  ====================================

------------------                                                              
(1) The weighted average Credit Score (where Credit Scores were available) of   
the Group I Mortgage Loans as of the Cut-off Date was approximately 659.        

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Geographic Distribution of the Group I Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                      Principal Balance  % of Aggregate Principal Balance of 
                                        Number of     Outstanding as of  Group I Mortgage Loans Outstanding  
              Location                Mortgage Loans  the Cut-off Date         as of the Cut-off Date        
-----------------------------------   --------------  -----------------  ------------------------------------
                                                                                                             
Alabama..........................              4           $186,664.49                    0.14%              
Arizona..........................             76          5,283,711.97                    4.10               
Arkansas.........................              3            194,768.24                    0.15               
California.......................            352         35,774,291.52                   27.74               
Colorado.........................             22          1,587,144.79                    1.23               
Connecticut......................             14          2,373,209.15                    1.84               
Delaware.........................              1             49,927.25                    0.04               
District of Columbia.............              4            335,622.85                    0.26               
Florida..........................            112         12,088,514.65                    9.37               
Georgia..........................             15          1,251,671.77                    0.97               
Hawaii...........................              4            784,728.20                    0.61               
Idaho............................              2            260,168.48                    0.20               
Illinois.........................             67          8,692,398.87                    6.74               
Indiana..........................             23          1,454,142.04                    1.13               
Iowa.............................              3            369,624.30                    0.29               
Kansas...........................              2            250,426.34                    0.19               
Kentucky.........................              3            356,523.16                    0.28               
Louisiana........................             18          1,400,175.51                    1.09               
Maine............................              3            210,625.66                    0.16               
Maryland.........................             25          2,902,540.33                    2.25               
Massachusetts....................             15          2,447,943.36                    1.90               
Michigan.........................             23          2,493,105.86                    1.93               
Minnesota........................              7          1,163,394.48                    0.90               
Mississippi......................              3            215,102.43                    0.17               
Missouri.........................             16          1,332,767.02                    1.03               
Montana..........................              8            647,721.30                    0.50               
Nevada...........................             25          2,437,578.81                    1.89               
New Hampshire....................              4            485,633.54                    0.38               
New Jersey.......................             39          7,512,427.89                    5.83               
New Mexico.......................              7            793,243.02                    0.62               
New York.........................             43          6,420,028.40                    4.98               
North Carolina...................             20          1,938,347.59                    1.50               
Ohio.............................             28          2,519,329.29                    1.95               
Oklahoma.........................             11            740,697.19                    0.57               
Oregon...........................             23          1,814,158.02                    1.41               
Pennsylvania.....................             36          3,592,457.45                    2.79               
Rhode Island.....................              1            139,756.59                    0.11               
South Carolina...................             10          1,106,105.53                    0.86               
South Dakota.....................              1             99,584.80                    0.08               
Tennessee........................             14          1,760,675.27                    1.37               
Texas............................             88          6,503,337.24                    5.04               
Utah.............................             10            715,627.52                    0.55               
Vermont..........................              1             53,633.46                    0.04               
Virginia.........................             21          2,930,207.41                    2.27               
Washington.......................             35          2,857,125.31                    2.22               
West Virginia....................              1            178,939.88                    0.14               
Wisconsin........................              3            218,006.50                    0.17               
Wyoming..........................              1             34,510.83                    0.03               
                                     ---------------  -----------------  ------------------------------------
             Total...............          1,247       $128,958,325.56                  100.00%              
                                     ===============   ================  ====================================

------------------                                                              

(1)  The greatest ZIP Code geographic concentration of the Group I Mortgage     
   Loans, by aggregate Principal Balance of the Group I Mortgage Loans as of
the Cut-off Date, was approximately 0.79% in the 91001 ZIP Code.      

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 Documentation Levels of the Group I Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                      Principal Balance  % of Aggregate Principal Balance of 
                                        Number of     Outstanding as of  Group I Mortgage Loans Outstanding  
        Documentation Level           Mortgage Loans  the Cut-off Date         as of the Cut-off Date        
-----------------------------------   --------------  -----------------  ------------------------------------
                                                                                                             
Full Documentation...............            574        $55,641,762.85                   43.15%              
Stated Income....................            300         33,929,330.98                   26.31               
No Documentation.................            293         31,012,249.84                   24.05               
Limited Documentation............             51          4,096,683.23                    3.18               
Alternate Documentation..........             26          4,020,032.14                    3.12               
Missing Documentation............              3            258,266.52                    0.20               
                                     ---------------  -----------------  ------------------------------------
             Total...............          1,247       $128,958,325.56                  100.00%              
                                     ===============   ================  ====================================

(1) For a description of each documentation level, see "Underwriting Standards" 
in this Prospectus Supplement.                                                  

Status of the Group I Mortgage Loans

                                                        [Enlarge/Download Table]

                                                      Principal Balance  % of Aggregate Principal Balance of 
                                        Number of     Outstanding as of  Group I Mortgage Loans Outstanding  
                Status                Mortgage Loans  the Cut-off Date         as of the Cut-off Date        
-----------------------------------   --------------  -----------------  ------------------------------------
                                                                                                             
Current..........................          1,247       $128,958,325.56                  100.00%              
                                     ---------------  -----------------  ------------------------------------
             Total...............          1,247       $128,958,325.56                  100.00%              
                                     ===============   ================  ====================================

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Group II Mortgage Loan Statistics                                               

       Loan Group II consists of fixed-rate FHA Mortgage Loans and fixed and
adjustable-rate Mortgage Loans not covered by any FHA insurance. The following  
statistical information, unless otherwise specified, is based upon the Group II 
Loan Balance as of the Cut-off Date.                                            

    Approximately 44.79% of the Group II Mortgage Loans had a Combined
Loan-to-Value Ratio at origination in excess of 80% and do not have primary     
mortgage insurance or FHA insurance. Of the Group II Mortgage Loans, 96.43% have
Due Dates on the first day of the month.                                        

     Approximately 0.11% of the Group II Mortgage Loans are FHA Mortgage
Loans. See "--FHA Mortgage Loans."                                              

         Approximately 74.80% of the Group II Mortgage Loans provide for payment
by the mortgagor of a prepayment charge in limited circumstances on certain     
prepayments. No such prepayment charge will be distributed to the holders of the
Offered Certificates.                                                           

       Approximately 2.62% of the Group II Mortgage Loans are Balloon Loans.
The Monthly Payment for each Group II Balloon Loan is based on an amortization  
schedule ranging from 338 months to 361 months, except for the Balloon Payment  
which is due and payable between the 180th month and the 182nd month following  
origination of such Group II Balloon Loan. The amount of the Balloon Payment on 
each Group II Balloon Loan is substantially in excess of the amount of the      
scheduled Monthly Payment for such Group II Balloon Loan. With respect to the   
majority of the Group II Balloon Loans, the Monthly Payments for such Group II  
Balloon Loans amortize over 360 months, but the Balloon Payment is due in the   
180th month following origination. The amount of the Balloon Payment on each    
Group II Balloon Loan is substantially in excess of the amount of the scheduled 
Monthly Payment for such Group II Balloon Loan                                  

       Approximately 0.74% of the Group II Mortgage Loans are Owner-financed
Mortgage Loans.                                                                 

      Approximately 3.27% of the Group II Mortgage Loans are Interest Only
Mortgage Loans. The Monthly Payment with respect to such Interest Only Mortgage 
Loans will include accrued interest and principal on such Mortgage Loan         
beginning in the 25th or 61st month, as applicable, of the term of such Mortgage
Loan. As a result of this payment structure, Monthly Payments beginning in the  
25th or 61st month, as applicable, of the term of such Mortgage Loans may be    
significantly larger than the first 24 or 60 Monthly Payments, as applicable,   
required under the related Mortgage Note.                                       

     The Group II Mortgage Loans have original terms to maturity ranging
from 60 months to 361 months. The weighted average remaining term to maturity of
the Group II Mortgage Loans will be approximately 342 months as of the Cut-off  
Date. None of the Group II Mortgage Loans had a first Due Date prior to         
September 1, 1988 or after January 11, 2004 or will have a remaining term to    
maturity of less than 8 months or greater than 360 months as of the Cut-off     
Date. The latest maturity date of any Group II Mortgage Loan is December 11,    
2033.                                                                           

       A substantial majority of the Adjustable-Rate Group II Mortgage Loans
provide for semi-annual adjustment to the Mortgage Interest Rate thereon and for
corresponding adjustments to the Monthly Payment amount due thereon, in each    
case on each Adjustment Date applicable thereto. On each Adjustment Date for    
each Adjustable-Rate Group II Mortgage Loan, the Mortgage Interest Rate thereon 
will be adjusted to equal the sum of the Index applicable to determining the    
Mortgage Interest Rate on each Adjustable-Rate Group II Mortgage Loan and a     
Gross Margin. The Initial Periodic Rate Caps on each such Adjustable-Rate Group 
II Mortgage Loan range from 1.000% to 6.000% per annum and the Periodic Rate    
Caps range from 1.000% to 3.000% per annum. The Adjustable-Rate Group II        
Mortgage Loans have a weighted average Initial Periodic Rate Cap of             
approximately 2.572% per annum and a weighted average Periodic Rate Cap of      
approximately 1.120% per annum thereafter.                                      

    Except with respect to the Interest Only Loans, effective with the
first Monthly Payment due on each Adjustable-Rate Group II Mortgage Loan after  
each related Adjustment Date, the Monthly Payment amount will be adjusted to an 
amount that will amortize fully the outstanding Principal Balance of the related
Adjustable-Rate Group II Mortgage Loan over its remaining term, and pay interest
at the Mortgage Interest Rate as so adjusted. Due to the application of the     
Periodic Rate Caps and the Maximum Mortgage Interest Rates, the Mortgage        
Interest Rate on each such Adjustable-Rate Group II Mortgage Loan, as adjusted  
on any related Adjustment Date, may be less than the sum of the Index and the   
related Gross Margin, rounded as described herein. See "--The Index" in this    
Prospectus Supplement. None of the Adjustable-Rate Group II Mortgage Loans      
permit the related mortgagor to convert the adjustable Mortgage Interest Rate   
thereon to a fixed Mortgage Interest Rate.                                      

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   None of the Group II Mortgage Loans permit negative amortization.

         As of the Cut-off Date, the Adjustable-Rate Group II Mortgage Loans had
Gross Margins ranging from 0.250% to 10.260%, Minimum Mortgage Interest Rates   
ranging from 0.750% per annum to 13.500% per annum and Maximum Mortgage Interest
Rates ranging from 10.000% per annum to 26.000% per annum. As of the Cut-off    
Date, the weighted average Gross Margin was approximately 6.069%, the weighted  
average Minimum Mortgage Interest Rate was approximately 7.486% per annum       
(calculated assuming the Minimum Mortgage Interest Rate will be the Gross Margin
for Group II Adjustable-Rate Mortgage Loans with no Minimum Mortgage Interest   
Rate specified in the related mortgage note) and the weighted average Maximum   
Mortgage Interest Rate was approximately 13.898% per annum. The latest next     
Adjustment Date following the Cut-off Date on any Group II Adjustable-Rate      
Mortgage Loan occurs in November 2008 and the weighted average number of months 
to the next Adjustment Date following the Cut-off Date for all of the Group II  
Mortgage Loans is 22 months.                                                    

   The Group II Mortgage Loans had Mortgage Interest Rates as of the
Cut-off Date of not less than 3.375% per annum and not more than 15.000% per    
annum and the weighted average Mortgage Interest Rate was approximately 7.605%  
per annum.                                                                      

 The average Principal Balance of the Group II Mortgage Loans at
origination was approximately $140,017.44. No Group II Mortgage Loan had a      
Cut-off Date Principal Balance of greater than approximately $648,929.19 or less
than approximately $2,400.59. The average Cut-off Date Principal Balance of the 
Group II Mortgage Loans was approximately $138,304.53.                          

     Approximately 1.97% of the Group II Mortgage Loans are secured by a
Second Lien that is junior to a First Lien on the related Mortgaged Property,   
and approximately 98.03% of the Group II Mortgage Loans are secured by a First  
Lien on the related Mortgaged Property. None of the Group II Mortgage Loans are 
secured by a Third Lien on the related Mortgaged Property.                      

The Group II Mortgage Loans are expected to have the following
characteristics as of the Cut-off Date (the sum in any column may not equal the 
total indicated due to rounding):                                               

 Cut-off Date Principal Balances of the Group II Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                     Principal Balance  % of Aggregate Principal Balance of 
                                       Number of     Outstanding as of  Group II Mortgage Loans Outstanding 
   Range of Principal Balances ($)   Mortgage Loans  the Cut-off Date          as of the Cut-off Date       
-----------------------------------  --------------  -----------------  ------------------------------------
                                                                                                            
$0.01 to $50,000.00..............           265         $8,069,110.36                    2.73%              
$50,000.01 to $100,000.00........           523         38,921,043.92                   13.18               
$100,000.01 to $150,000.00.......           529         66,360,057.02                   22.47               
$150,000.01 to $200,000.00.......           424         73,561,534.79                   24.91               
$200,000.01 to $250,000.00.......           265         59,202,341.21                   20.05               
$250,000.01 to $300,000.00.......            45         12,420,850.49                    4.21               
$300,000.01 to $350,000.00.......            20          6,437,047.61                    2.18               
$350,000.01 to $400,000.00.......            17          6,503,751.54                    2.20               
$400,000.01 to $450,000.00.......            16          6,769,286.44                    2.29               
$450,000.01 to $500,000.00.......             9          4,240,938.99                    1.44               
$500,000.01 to $550,000.00.......             6          3,121,105.59                    1.06               
$550,000.01 to $600,000.00.......             9          5,267,151.06                    1.78               
$600,000.01 to $650,000.00.......             7          4,405,959.85                    1.49               
                                     --------------  -----------------  ------------------------------------
         Total...................         2,135       $295,280,178.87                  100.00%              
                                     ==============  =================  ====================================

------------------                                                              

(1) The average Cut-off Date Principal Balance of the Group II Mortgage Loans   
was approximately $138,304.53.                                                  

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Original Terms to Maturity of the Group II Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                         Number      Principal Balance  % of Aggregate Principal Balance of 
                                      of Mortgage    Outstanding as of  Group II Mortgage Loans Outstanding 
  Range of Original Terms (months)       Loans       the Cut-off Date          as of the Cut-off Date       
-----------------------------------  --------------  -----------------  ------------------------------------
                                                                                                            
49 to 60.........................             1             $8,500.22                    0.00%              
61 to 72.........................             1              5,362.36                    0.00               
97 to 108........................             1             53,719.65                    0.02               
109 to 120.......................            14            200,631.17                    0.07               
121 to 132.......................             4             50,939.97                    0.02               
145 to 156.......................             2             92,288.52                    0.03               
157 to 168.......................             2             97,676.47                    0.03               
169 to 180.......................           215         13,195,233.37                    4.47               
181 to 192.......................             3            160,445.37                    0.05               
193 to 204.......................             1             40,069.55                    0.01               
217 to 228.......................             1             31,593.25                    0.01               
229 to 240.......................            32          2,912,393.99                    0.99               
241 to 252.......................             1             43,960.52                    0.01               
301 to 312.......................             2            193,402.01                    0.07               
337 to 348.......................             1             69,264.44                    0.02               
349 to 360.......................         1,852        278,007,205.04                   94.15               
361 to 372.......................             2            117,492.97                    0.04               
                                     --------------  -----------------  ------------------------------------
         Total...................         2,135       $295,280,178.87                  100.00%              
                                     ==============  =================  ====================================

------------------                                                              

(1) The weighted average original term to maturity of the Group II Mortgage     
Loans was approximately 350 months.                                             

 Property Types of the Group II Mortgage Loans

                                                        [Enlarge/Download Table]

                                         Number      Principal Balance  % of Aggregate Principal Balance of 
                                      of Mortgage    Outstanding as of  Group II Mortgage Loans Outstanding 
            Property Type                Loans       the Cut-off Date          as of the Cut-off Date       
-----------------------------------  --------------  -----------------  ------------------------------------
                                                                                                            
Single Family....................         1,609       $215,624,623.94                   73.02%              
PUD(1)...........................           189         30,351,347.32                   10.28               
Condominium......................           174         23,400,770.35                    7.92               
2-Family.........................           100         14,787,349.40                    5.01               
4-Family.........................            26          5,588,003.50                    1.89               
3-Family.........................            24          4,394,280.92                    1.49               
Manufactured.....................            10            779,711.56                    0.26               
High Rise Condominium............             2            321,824.39                    0.11               
Townhouse........................             1             32,267.49                    0.01               
                                     --------------  -----------------  ------------------------------------
         Total...................         2,135       $295,280,178.87                  100.00%              
                                     ==============  =================  ====================================

------------------                                                              

(1) PUD refers to Planned Unit Development.                                     

Occupancy Status of the Group II Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                         Number      Principal Balance  % of Aggregate Principal Balance of 
                                      of Mortgage    Outstanding as of  Group II Mortgage Loans Outstanding 
          Occupancy Status               Loans       the Cut-off Date          as of the Cut-off Date       
-----------------------------------  --------------  -----------------  ------------------------------------
                                                                                                            
Primary..........................         1,962       $273,977,778.24                   92.79%              
Investor.........................           159         19,698,313.56                    6.67               
Secondary........................            14          1,604,087.07                    0.54               
                                     --------------  -----------------  ------------------------------------
         Total...................         2,135       $295,280,178.87                  100.00%              
                                     ==============  =================  ====================================

------------------                                                              

(1) Based on a representation made by the borrower at the time of origination.  

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Purpose of the Group II Mortgage Loans

                                                        [Enlarge/Download Table]

                                         Number      Principal Balance  % of Aggregate Principal Balance of 
                                      of Mortgage    Outstanding as of  Group II Mortgage Loans Outstanding 
               Purpose                   Loans       the Cut-off Date          as of the Cut-off Date       
-----------------------------------  --------------  -----------------  ------------------------------------
                                                                                                            
Equity Refinance.................         1,046       $142,204,828.56                   48.16%              
Purchase.........................           946        132,152,373.42                   44.75               
Rate/Term Refinance..............           143         20,922,976.89                    7.09               
                                     --------------  -----------------  ------------------------------------
         Total...................         2,135       $295,280,178.87                  100.00%              
                                     ==============  =================  ====================================

 Mortgage Interest Rates of the Group II Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                     Principal Balance   % of Aggregate Principal Balance of
          Range of Mortgage             Number of    Outstanding as of   Group II Mortgage Loans Outstanding
         Interest Rates (%)          Mortgage Loans   the Cut-off Date         as of the Cut-off Date       
-----------------------------------  --------------  -----------------  ------------------------------------
                                                                                                            
3.001% to 3.500%.................              1           $152,546.99                    0.05%             
4.501% to 5.000%.................              9          1,693,720.51                    0.57              
5.001% to 5.500%.................             20          3,786,441.70                    1.28              
5.501% to 6.000%.................             93         18,068,781.62                    6.12              
6.001% to 6.500%.................            180         30,936,646.48                   10.48              
6.501% to 7.000%.................            352         62,990,898.39                   21.33              
7.001% to 7.500%.................            315         52,737,386.15                   17.86              
7.501% to 8.000%.................            313         45,664,082.18                   15.46              
8.001% to 8.500%.................            192         24,123,958.45                    8.17              
8.501% to 9.000%.................            189         23,425,781.40                    7.93              
9.001% to 9.500%.................             87          7,949,772.69                    2.69              
9.501% to 10.000%................            102          8,043,682.68                    2.72              
10.001% to 10.500%...............             67          4,085,974.94                    1.38              
10.501% to 11.000%...............             62          4,108,267.29                    1.39              
11.001% to 11.500%...............             37          2,324,469.50                    0.79              
11.501% to 12.000%...............             48          2,297,614.58                    0.78              
12.001% to 12.500%...............             25          1,434,380.87                    0.49              
12.501% to 13.000%...............             23            893,100.55                    0.30              
13.001% to 13.500%...............              9            252,539.82                    0.09              
13.501% to 14.000%...............              7            181,144.52                    0.06              
14.001% to 14.500%...............              2             15,636.41                    0.01              
14.501% to 15.000%...............              2            113,351.15                    0.04              
                                     --------------  -----------------  ------------------------------------
         Total...................         2,135       $295,280,178.87                  100.00%              
                                     ==============  =================  ====================================

------------------                                                              

(1) The weighted average Mortgage Interest Rate of the Group II Mortgage Loans
as of the Cut-off Date was approximately 7.605% per annum.            

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Combined Loan-to-Value Ratio of the Group II Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                         Number      Principal Balance  % of Aggregate Principal Balance of 
   Range of Combined Loan-to-Value    of Mortgage    Outstanding as of  Group II Mortgage Loans Outstanding 
             Ratios (%)                  Loans       the Cut-off Date          as of the Cut-off Date       
-----------------------------------  --------------  -----------------  ------------------------------------
                                                                                                            
0.01% to 10.00%..................             7            $90,078.79                    0.03%              
10.01% to 20.00%.................            15            341,110.62                    0.12               
20.01% to 30.00%.................            28          1,162,170.20                    0.39               
30.01% to 40.00%.................            36          1,831,684.32                    0.62               
40.01% to 50.00%.................            57          5,324,872.67                    1.80               
50.01% to 60.00%.................            92          8,363,710.13                    2.83               
60.01% to 70.00%.................           201         24,157,681.15                    8.18               
70.01% to 80.00%.................           681        106,599,524.47                   36.10               
80.01% to 90.00%.................           526         84,781,439.13                   28.71               
90.01% to 100.00%................           484         61,735,747.03                   20.91               
100.01% to 110.00%...............             7            588,493.70                    0.20               
110.01% to 120.00%...............             1            303,666.66                    0.10               
                                     --------------  -----------------  ------------------------------------
         Total...................         2,135       $295,280,178.87                  100.00%              
                                     ==============  =================  ====================================

------------------                                                              

(1)  The weighted average Combined Loan-to-Value Ratio of the Group II Mortgage 
Loans as of the Cut-off Date was approximately 82.11%.                

 Credit Scores of the Group II Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                     Principal Balance   % of Aggregate Principal Balance of
                                        Number of    Outstanding as of   Group II Mortgage Loans Outstanding
       Range of Credit Scores        Mortgage Loans   the Cut-off Date         as of the Cut-off Date       
-----------------------------------  --------------  -----------------  ------------------------------------
                                                                                                            
No Score Reported................             37         $1,679,581.18                    0.57%             
421 to 440.......................              1             69,855.54                    0.02              
441 to 460.......................              4            352,635.87                    0.12              
461 to 480.......................              5            378,738.95                    0.13              
481 to 500.......................             12          1,356,043.92                    0.46              
501 to 520.......................             77          9,519,586.79                    3.22              
521 to 540.......................            124         15,705,984.40                    5.32              
541 to 560.......................            120         15,554,407.87                    5.27              
561 to 580.......................            146         21,467,891.36                    7.27              
581 to 600.......................            159         23,964,454.46                    8.12              
601 to 620.......................            183         25,666,905.00                    8.69              
621 to 640.......................            251         36,466,278.76                   12.35              
641 to 660.......................            278         39,479,201.87                   13.37              
661 to 680.......................            240         33,785,982.09                   11.44              
681 to 700.......................            150         21,976,961.59                    7.44              
701 to 720.......................            112         15,795,340.00                    5.35              
721 to 740.......................             88         12,776,083.97                    4.33              
741 to 760.......................             77         10,442,806.27                    3.54              
761 to 780.......................             45          6,008,550.03                    2.03              
781 to 800.......................             23          2,537,770.66                    0.86              
801 to 820.......................              3            295,118.29                    0.10              
                                     --------------  -----------------  ------------------------------------
         Total...................         2,135       $295,280,178.87                  100.00%              
                                     ==============  =================  ====================================

------------------                                                              

(1)  The weighted average Credit Score (where Credit Scores were available) of  
   the Group II Mortgage Loans as of the Cut-off Date was approximately 635.

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 Geographic Distribution of the Group II Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                         Number      Principal Balance  % of Aggregate Principal Balance of 
                                      of Mortgage    Outstanding as of  Group II Mortgage Loans Outstanding 
              Location                   Loans       the Cut-off Date          as of the Cut-off Date       
-----------------------------------  --------------  -----------------  ------------------------------------
                                                                                                            
Alabama..........................             7           $375,730.09                    0.13%              
Arizona..........................            88          8,322,526.06                    2.82               
Arkansas.........................             6            402,405.33                    0.14               
California.......................           645        111,828,743.65                   37.87               
Colorado.........................            45          6,274,710.31                    2.13               
Connecticut......................            31          3,621,342.28                    1.23               
Delaware.........................             3            574,385.70                    0.19               
District of Columbia.............             8            813,425.20                    0.28               
Florida..........................           263         32,649,621.36                   11.06               
Georgia..........................            29          3,795,644.37                    1.29               
Hawaii...........................             2            598,179.79                    0.20               
Idaho............................             6            521,519.85                    0.18               
Illinois.........................           136         21,618,229.94                    7.32               
Indiana..........................            35          3,154,168.99                    1.07               
Iowa.............................            14          1,266,297.12                    0.43               
Kansas...........................             6            503,818.41                    0.17               
Kentucky.........................            16          1,323,226.81                    0.45               
Louisiana........................            15          1,292,864.66                    0.44               
Maine............................            11          1,076,840.64                    0.36               
Maryland.........................            54          7,963,775.93                    2.70               
Massachusetts....................            45          7,205,831.03                    2.44               
Michigan.........................            63          6,404,497.71                    2.17               
Minnesota........................            15          2,067,156.95                    0.70               
Mississippi......................             6            266,195.33                    0.09               
Missouri.........................            31          3,123,573.91                    1.06               
Nebraska.........................             5            646,742.30                    0.22               
Nevada...........................            43          4,787,578.44                    1.62               
New Hampshire....................            11          1,891,697.51                    0.64               
New Jersey.......................            42          6,893,355.01                    2.33               
New Mexico.......................            11          1,366,250.06                    0.46               
New York.........................            38          7,205,013.25                    2.44               
North Carolina...................            25          2,727,726.21                    0.92               
North Dakota.....................             1            103,637.11                    0.04               
Ohio.............................            50          5,031,387.82                    1.70               
Oklahoma.........................            21          1,704,436.48                    0.58               
Oregon...........................            32          4,154,282.20                    1.41               
Pennsylvania.....................            40          4,562,249.96                    1.55               
Rhode Island.....................            11          1,393,819.26                    0.47               
South Carolina...................             6            553,318.05                    0.19               
South Dakota.....................             1            213,831.23                    0.07               
Tennessee........................            17          1,441,207.36                    0.49               
Texas............................            72          6,456,485.93                    2.19               
Utah.............................             7            727,379.69                    0.25               
Virginia.........................            26          3,459,001.07                    1.17               
Washington.......................            77         10,682,407.36                    3.62               
West Virginia....................             6            634,670.31                    0.21               
Wisconsin........................            11          1,433,051.26                    0.49               
Wyoming..........................             2            165,939.58                    0.06               
                                     --------------  -----------------  ------------------------------------
         Total...................         2,135       $295,280,178.87                  100.00%              
                                     ==============  =================  ====================================

------------------                                                              

(1)  The greatest ZIP Code geographic concentration of the Group II Mortgage    
    Loans, by aggregate Principal Balance of the Group II Mortgage Loans as of
the Cut-off Date, was approximately 0.49% in the 95206 ZIP Code.      

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Documentation Levels of the Group II Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                         Number      Principal Balance  % of Aggregate Principal Balance of 
                                      of Mortgage    Outstanding as of  Group II Mortgage Loans Outstanding 
         Documentation Level             Loans       the Cut-off Date          as of the Cut-off Date       
-----------------------------------  --------------  -----------------  ------------------------------------
                                                                                                            
Full Documentation...............         1,036       $131,787,438.52                   44.63%              
Stated Income....................           793        125,391,425.18                   42.47               
No Documentation.................           161         18,017,352.69                    6.10               
Alternate Documentation..........            52         10,633,633.38                    3.60               
Limited Documentation............            77          8,386,753.49                    2.84               
Missing Documentation............            12            683,182.90                    0.23               
Streamlined Documentation........             4            380,392.71                    0.13               
                                     --------------  -----------------  ------------------------------------
         Total...................         2,135       $295,280,178.87                  100.00%              
                                     ==============  =================  ====================================

------------------                                                              

(1) For a description of each documentation level, see "Underwriting Standards" 
in this Prospectus Supplement.                                                  

 Status of the Group II Mortgage Loans

                                                        [Enlarge/Download Table]

                                         Number      Principal Balance  % of Aggregate Principal Balance of 
                                      of Mortgage    Outstanding as of  Group II Mortgage Loans Outstanding 
               Status                    Loans       the Cut-off Date          as of the Cut-off Date       
-----------------------------------  --------------  -----------------  ------------------------------------
                                                                                                            
Current..........................         2,135       $295,280,178.87                  100.00%              
                                     --------------  -----------------  ------------------------------------
         Total...................         2,135       $295,280,178.87                  100.00%              
                                     ==============  =================  ====================================

Maximum Mortgage Interest Rates of the Adjustable-Rate
Group II Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                                             % of Aggregate Principal Balance of
                                                         Principal Balance    Adjustable-Rate Group II Mortgage 
 Range of Maximum Mortgage Interest       Number         Outstanding as of   Loans Outstanding as of the Cut-off
              Rates (%)              of Mortgage Loans   the Cut-off Date                   Date                
-----------------------------------   --------------    -----------------   ------------------------------------
                                                                                                                
9.501% to 10.000%................              1              $288,950.58                     0.13%             
10.001% to 10.500%...............              5               343,271.55                     0.15              
10.501% to 11.000%...............              3               388,105.86                     0.17              
11.001% to 11.500%...............              7             1,822,357.35                     0.81              
11.501% to 12.000%...............             54            10,559,550.99                     4.72              
12.001% to 12.500%...............             81            16,338,741.78                     7.30              
12.501% to 13.000%...............            167            34,169,223.03                    15.27              
13.001% to 13.500%...............            186            35,059,613.21                    15.67              
13.501% to 14.000%...............            228            38,114,399.39                    17.04              
14.001% to 14.500%...............            182            26,224,413.74                    11.72              
14.501% to 15.000%...............            175            26,011,314.40                    11.63              
15.001% to 15.500%...............             93            10,399,566.61                     4.65              
15.501% to 16.000%...............            107            12,372,824.04                     5.53              
16.001% to 16.500%...............             41             4,004,638.85                     1.79              
16.501% to 17.000%...............             31             2,886,941.79                     1.29              
17.001% to 17.500%...............             14             1,309,416.23                     0.59              
17.501% to 18.000%...............             22             1,769,237.35                     0.79              
18.001% to 18.500%...............             11               851,144.88                     0.38              
18.501% to 19.000%...............              7               358,843.00                     0.16              
19.001% to 19.500%...............              5               164,803.55                     0.07              
19.501% to 20.000%...............              2                63,503.81                     0.03              
20.001% to 20.500%...............              1                21,240.93                     0.01              
25.501% to 26.000%...............              1               202,488.65                     0.09              
                                      --------------    -----------------   ------------------------------------
         Total...................          1,424          $223,724,591.57                   100.00%             
                                      ==============    =================   ====================================

(1)  The weighted average Maximum Mortgage Interest Rate of the Adjustable-Rate 
  Group II Mortgage Loans as of the Cut-off Date was approximately 13.898%
per annum.                                                            

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Minimum Mortgage Interest Rates of the Adjustable-Rate
Group II Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                                           % of Aggregate Principal Balance of 
                                                        Principal Balance   Adjustable-Rate Group II Mortgage  
 Range of Minimum Mortgage Interest       Number        Outstanding as of  Loans Outstanding as of the Cut-off 
             Rates (%)               of Mortgage Loans  the Cut-off Date                  Date                 
-----------------------------------    --------------   -----------------  ------------------------------------
                                                                                                               
None Specified...................             22           $2,754,161.06                    1.23%              
0.001% - 1.000%..................              2              222,571.80                    0.10               
2.001% - 2.500%..................              1              138,283.56                    0.06               
2.501% - 3.000%..................              2              406,816.04                    0.18               
3.001% - 3.500%..................              2              450,532.42                    0.20               
4.501% - 5.000%..................              4              477,103.25                    0.21               
5.001% - 5.500%..................              9            2,053,281.21                    0.92               
5.501% - 6.000%..................             51           11,220,827.46                    5.02               
6.001% - 6.500%..................            127           23,258,184.92                   10.40               
6.501% - 7.000%..................            272           51,265,840.04                   22.91               
7.001% - 7.500%..................            252           44,092,570.22                   19.71               
7.501% - 8.000%..................            221           34,710,500.79                   15.51               
8.001% - 8.500%..................            124           15,726,676.23                    7.03               
8.501% - 9.000%..................            135           17,972,737.25                    8.03               
9.001% - 9.500%..................             51            6,011,126.87                    2.69               
9.501% - 10.000%.................             48            5,210,790.61                    2.33               
10.001% - 10.500%................             23            1,974,824.38                    0.88               
10.501% - 11.000%................             23            2,237,506.71                    1.00               
11.001% - 11.500%................             13            1,177,487.26                    0.53               
11.501% - 12.000%................             17              935,015.02                    0.42               
12.001% - 12.500%................             10              845,281.26                    0.38               
12.501% - 13.000%................              9              459,057.77                    0.21               
13.001% - 13.500%................              6              123,415.44                    0.06               
                                       --------------   -----------------  ------------------------------------
         Total...................           1,424         $223,724,591.57                  100.00%             
                                       ==============   =================  ====================================

------------------                                                              

(1)  The weighted average Minimum Mortgage Interest Rate of the Adjustable-Rate 
     Group II Mortgage Loans as of the Cut-off Date was approximately 7.486% per
   annum (calculated assuming the Minimum Mortgage Interest Rate will be the
  Gross Margin for Adjustable-Rate Group II Mortgage Loans with no Minimum
Mortgage Interest Rate specified in the related mortgage note).       

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 Gross Margins of the Adjustable-Rate Group II Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                                           % of Aggregate Principal Balance of 
                                                        Principal Balance   Adjustable-Rate Group II Mortgage  
                                          Number        Outstanding as of  Loans Outstanding as of the Cut-off 
     Range of Gross Margins (%)      of Mortgage Loans  the Cut-off Date                   Date                
-----------------------------------    --------------   -----------------  ------------------------------------
                                                                                                               
0.001% - 1.000%..................              1              $70,852.60                    0.03%              
1.001% - 1.500%..................              2              353,209.28                    0.16               
2.001% - 2.500%..................              2              290,830.55                    0.13               
2.501% - 3.000%..................             29            2,828,769.64                    1.26               
3.001% - 3.500%..................              6            1,206,206.00                    0.54               
3.501% - 4.000%..................              2              290,249.92                    0.13               
4.001% - 4.500%..................              9              851,459.08                    0.38               
4.501% - 5.000%..................            122           18,693,448.89                    8.36               
5.001% - 5.500%..................            261           38,811,381.96                   17.35               
5.501% - 6.000%..................            303           53,941,336.63                   24.11               
6.001% - 6.500%..................            355           64,527,613.90                   28.84               
6.501% - 7.000%..................            125           18,519,142.20                    8.28               
7.001% - 7.500%..................             73            9,517,311.05                    4.25               
7.501% - 8.000%..................             49            5,465,309.73                    2.44               
8.001% - 8.500%..................             40            4,018,374.75                    1.80               
8.501% - 9.000%..................             30            2,976,779.30                    1.33               
9.001% - 9.500%..................             12            1,116,440.59                    0.50               
9.501% - 10.000%.................              1              110,348.13                    0.05               
10.001% - 10.500%................              2              135,527.37                    0.06               
                                       --------------   -----------------  ------------------------------------
         Total...................           1,424         $223,724,591.57                  100.00%             
                                       ==============   =================  ====================================

------------------                                                              

(1)  The weighted average Gross Margin of the Adjustable-Rate Group II Mortgage 
Loans as of the Cut-off Date was approximately 6.069% per annum.      

Initial Periodic Rate Caps of the Adjustable-Rate Group II Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                                           % of Aggregate Principal Balance of 
                                                        Principal Balance   Adjustable-Rate Group II Mortgage  
                                          Number        Outstanding as of  Loans Outstanding as of the Cut-off 
   Initial Periodic Rate Cap (%)     of Mortgage Loans  the Cut-off Date                   Date                
-----------------------------------    --------------   -----------------  ------------------------------------
                                                                                                               
1.000%...........................            131          $13,057,892.79                    5.84%              
1.500%...........................            330           46,629,068.38                   20.84               
2.000%...........................             15            1,818,797.74                    0.81               
3.000%...........................            938          160,491,426.34                   71.74               
4.000%...........................              8            1,471,257.30                    0.66               
5.000%...........................              1              117,865.46                    0.05               
6.000%...........................              1              138,283.56                    0.06               
                                       --------------   -----------------  ------------------------------------
         Total...................           1,424         $223,724,591.57                  100.00%             
                                       ==============   =================  ====================================

------------------                                                              

(1)  The weighted average Initial Periodic Rate Cap for the Adjustable-Rate     
     Group II Mortgage Loans as of the Cut-off Date was approximately 2.572% per
annum.                                                                

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Periodic Rate Caps of the Adjustable-Rate Group II Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                                            % of Aggregate Principal Balance of
                                                        Principal Balance    Adjustable-Rate Group II Mortgage 
                                          Number        Outstanding as of   Loans Outstanding as of the Cut-off
       Periodic Rate Cap (%)         of Mortgage Loans  the Cut-off Date                   Date                
-----------------------------------    --------------   -----------------  ------------------------------------
                                                                                                               
1.000%...........................          1,073         $173,988,930.73                   77.77%              
1.500%...........................            336           47,565,373.45                   21.26               
2.000%...........................              6              549,536.28                    0.25               
2.500%...........................              8            1,471,257.30                    0.66               
3.000%...........................              1              149,493.81                    0.07               
                                       --------------   -----------------  ------------------------------------
         Total...................           1,424         $223,724,591.57                  100.00%             
                                       ==============   =================  ====================================

------------------                                                              
(1)  The weighted average Periodic Rate Cap for the Adjustable-Rate Group II    
   Mortgage Loans as of the Cut-off Date was approximately 1.120% per annum.

 Month of Next Adjustment Date of the Adjustable-Rate Group II Mortgage Loans(1)

                                                        [Enlarge/Download Table]

                                                                           % of Aggregate Principal Balance of 
                                                        Principal Balance   Adjustable-Rate Group II Mortgage  
           Month of Next                  Number        Outstanding as of  Loans Outstanding as of the Cut-off 
          Adjustment Date            of Mortgage Loans  the Cut-off Date                   Date                
-----------------------------------    --------------   -----------------  ------------------------------------
                                                                                                               
January 2004.....................              2             $130,434.54                    0.06%              
February 2004....................             22            1,937,649.48                    0.87               
March 2004.......................             22            1,967,358.80                    0.88               
April 2004.......................             18            1,423,589.97                    0.64               
May 2004.........................             19            1,193,582.50                    0.53               
June 2004........................             17            1,251,519.68                    0.56               
July 2004........................             18            1,123,734.80                    0.50               
August 2004......................              8              673,998.40                    0.30               
September 2004...................              8              613,708.70                    0.27               
October 2004.....................              6              468,673.53                    0.21               
November 2004....................              8              788,763.50                    0.35               
December 2004....................              2              108,165.91                    0.05               
January 2005.....................              4              611,348.72                    0.27               
February 2005....................              1               62,395.94                    0.03               
March 2005.......................              3              417,810.60                    0.19               
April 2005.......................              3              646,698.52                    0.29               
May 2005.........................              5              800,127.19                    0.36               
June 2005........................              3              372,881.25                    0.17               
July 2005........................             32            4,592,888.40                    2.05               
August 2005......................            174           26,106,789.80                   11.67               
September 2005...................            103           13,981,827.52                    6.25               
October 2005.....................            209           32,443,836.29                   14.50               
November 2005....................            537          103,645,758.83                   46.33               
December 2005....................             16            2,674,818.57                    1.20               
April 2006.......................              2              152,681.99                    0.07               
May 2006.........................              1              288,950.58                    0.13               
July 2006........................              2              338,304.46                    0.15               
August 2006......................              1               97,961.68                    0.04               
September 2006...................             74            9,030,344.37                    4.04               
October 2006.....................             52            7,459,389.63                    3.33               
November 2006....................             42            6,735,100.52                    3.01               
December 2006....................              2              377,954.05                    0.17               
April 2008.......................              1              138,283.56                    0.06               
May 2008.........................              1              117,865.46                    0.05               
October 2008.....................              2              357,865.17                    0.16               
November 2008....................              4              591,528.66                    0.26               
                                       --------------   -----------------  ------------------------------------
         Total...................           1,424         $223,724,591.57                  100.00%             
                                       ==============   =================  ====================================

------------------                                                              
(1)  The weighted average months to next Adjustment Date for the Adjustable-Rate
     Group II Mortgage Loans as of the Cut-off Date was approximately 22 months.

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The Index                                                                       

      With respect to approximately 98.60% of the Adjustable-Rate Group II
Mortgage Loans (by aggregate Cut-off Date Principal Balance), the Index is the  
average of interbank offered rates for six-month U.S. dollar deposits in the    
London market based on quotations of major banks, and most recently available as
of a day specified in the related note ("Six-Month LIBOR"); and with respect to 
approximately 1.40% of the Adjustable-Rate Group II Mortgage Loans (by aggregate
Cut-off Date Principal Balance), the Index is an Index other than Six-Month     
LIBOR. The source for Six-Month LIBOR for most of the Adjustable-Rate Mortgage  
Loans is The Wall Street Journal. Listed below are some historical values for   
the months indicated of Six-Month LIBOR.                                        

 Six-Month LIBOR

                        Year
                      --------------------------------------------------
Month                     2004         2003       2002       2001       2000    
-----                     ----         ----       ----       ----       ----    
January                   1.21%       1.35%       2.03%     5.26%      6.29%    
February                              1.34%       2.03%     4.91%      6.33%    
March                                 1.23%       2.33%     4.71%      6.53%    
April                                 1.29%       2.12%     4.30%      6.73%    
May                                   1.21%       2.08%     3.98%      7.11%    
June                                  1.12%       1.96%     3.91%      7.00%    
July                                  1.15%       1.87%     3.69%      6.89%    
August                                1.20%       1.80%     3.45%      6.83%    
September                             1.18%       1.71%     2.52%      6.76%    
October                               1.23%       1.60%     2.15%      6.72%    
November                              1.26%       1.47%     2.03%      6.64%    
December                              1.22%       1.38%     1.98%      6.20%    

   If any Index becomes unpublished or is otherwise unavailable, the
Servicer will select an alternative index which is based upon comparable        
information.                                                                    

FHA Mortgage Loans                                                              

       As noted above, approximately 0.20% of the Group I Mortgage Loans and
approximately 0.11% of the Group II Mortgage Loans are subject to FHA insurance 
as described herein (the "FHA Mortgage Loans"). All FHA Mortgage Loans must     
conform to HUD origination guidelines at the time of origination. The FHA       
Mortgage Loans will be insured by the Federal Housing Administration (the "FHA")
of the United States Department of Housing and Urban Development ("HUD") as     
authorized under the National Housing Act of 1934, as amended and the United    
States Housing Act of 1937, as amended. No FHA Mortgage Loan may have an        
interest rate or original principal amount exceeding the applicable FHA limits  
at the time of origination of such FHA Mortgage Loan.                           

         The Servicer collects insurance premiums for the FHA Mortgage Loans and
pays them to the FHA. The regulations governing FHA-insured single-family       
mortgage insurance programs generally provide that insurance benefits are       
payable upon foreclosure (or other acquisition of possession) and conveyance of 
the mortgaged premises to HUD. With respect to a defaulted FHA Mortgage Loan,   
the Servicer may be limited in its ability to initiate foreclosure proceedings. 
Historically, pursuant to an assignment program (the "Assignment Program"), HUD 
in certain circumstances offered qualified mortgagors who had defaulted on an   
FHA-insured mortgage loan an opportunity to avoid foreclosure and retain their  
homes. Under the Assignment Program, the FHA serviced FHA-insured mortgage loans
that had defaulted and been assigned to HUD under the Assignment Program. In    
addition, HUD gave forbearance for a period of no longer than 36 months to      
mortgagors who had demonstrated a temporary inability to make full payments due 
to circumstances beyond the mortgagor's control such as a reduction in income or
increase in expenses. The Assignment Program was terminated and replaced with   
mandatory loss mitigation procedures in April 1996 whereby servicers of         
defaulted FHA-insured mortgage loans must choose from a variety of tools to cure
a default prior to filing an FHA insurance claim.                               

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       HUD has the option, in most cases, to pay insurance claims in cash or
in debentures issued by HUD. Presently, claims for most programs are being paid 
in cash and, for the most part, claims have not been paid in debentures since   
1965. HUD debentures issued in satisfaction of FHA insurance claims bear        
interest at the applicable HUD debenture interest rate and mature 20 years from 
the date of issue.                                                              

        The amount of insurance benefits generally paid by the FHA is equal to
the entire unpaid principal amount of the defaulted FHA Mortgage Loan, adjusted 
to reimburse the Servicer of that FHA Mortgage Loan for certain costs and       
expenses and to deduct certain amounts the Servicer receives or retains after   
default. When entitlement to insurance benefits results from foreclosure (or    
other acquisition of possession) and conveyance to HUD, the Servicer is         
generally compensated for no more than two-thirds of its foreclosure costs and  
attorneys' fees (which fees are evaluated based upon HUD guidelines), and is    
compensated for accrued and unpaid mortgage interest for a limited period prior 
to the institution of foreclosure or other acquisition in general only to the   
extent it was allowed pursuant to a forbearance plan approved by HUD, and the   
Servicer is otherwise in material compliance with FHA regulations. Provided that
the Servicer is in material compliance with FHA regulations, the Servicer will  
generally be entitled to the debenture interest which would have been earned, as
of the date the cash payment is received, had the benefits been paid in         
debentures. Except where unpaid mortgage interest is recoverable pursuant to an 
approved special forbearance plan, such debenture interest is generally payable 
from a date 60 days after the mortgagor's first uncorrected failure to perform  
any obligation or make any payment due under the mortgage loan, which results in
no recovery of interest accrued during the first two months of delinquency.     

      Under certain circumstances, as set forth in the regulations, HUD is
authorized to request or require the Servicer to pursue a deficiency judgment   
against any defaulting mortgagor. In this regard, HUD may request or require the
Servicer (as the case may be under the regulations) to pursue a deficiency      
judgment in connection with the foreclosure. Under neither case would the       
Servicer be responsible for collecting on the judgment. Further, in all cases,  
HUD may reimburse the Servicer for all additional costs of seeking the judgment.

Terms of the Mortgage Loans                                                     

    The Mortgage Loans accrue interest on a simple interest basis (the
"Simple Interest Mortgage Loans") or a self-amortizing basis (the "Actuarial    
Mortgage Loans"). The Actuarial Mortgage Loans comprise approximately 98.40% of 
the Group I Mortgage Loans and approximately 99.61% of the Group II Mortgage    
Loans (in each case, by aggregate Principal Balance as of the Cut-off Date) and 
the Simple Interest Mortgage Loans comprise approximately 1.60% of the Group I  
Mortgage Loans and approximately 0.39% of the Group II Mortgage Loans (in each  
case, by aggregate Cut-off Date Principal Balance).                             

      For Actuarial Mortgage Loans, interest will be calculated based on a
360-day year of twelve 30-day months. When a full prepayment of principal is    
made on an Actuarial Mortgage Loan during a month, the mortgagor is charged     
interest only on the days of the month actually elapsed up to the date of such  
prepayment, at a daily interest rate that is applied to the principal amount of 
the loan so prepaid. When a partial prepayment of principal is made on an       
Actuarial Mortgage Loan during a month, the mortgagor generally is not charged  
interest on the amount of the partial prepayment during the month in which such 
prepayment is made.                                                             

         For Simple Interest Mortgage Loans, the Mortgage Loan is amortized over
a series of equal monthly payments. Each monthly interest payment is calculated 
by multiplying the outstanding Principal Balance of the loan by the stated      
interest rate. Such product is then multiplied by a fraction, the numerator of  
which is the number of days elapsed since the preceding payment of interest was 
made and the denominator of which is either 365 or 360, depending on applicable 
state law. Payments received on a Simple Interest Mortgage Loan are applied     
first to interest accrued to the date payment is received and second to reduce  
the unpaid Principal Balance of the Mortgage Loan. Accordingly, if a mortgagor  
makes a payment on the Mortgage Loan less than 30 days after the previous       
payment, the interest collected for the period since the preceding payment was  
made will be less than 30 days' interest, and the amount of principal repaid in 
such month will be correspondingly greater. Conversely, if a mortgagor makes a  
payment on the Mortgage Loan more than 30 days after the previous payment, the  
interest collected for the period since the preceding payment was made will be  
greater than 30 days' interest, and the amount of principal repaid in the month 
will be correspondingly reduced. As a result, based on the payment              
characteristics of a particular mortgagor, the principal due on the final due   
date of a Simple Interest Mortgage Loan may vary from the principal payment that
would be made if payments for such Mortgage Loan were always made on their due  
dates.                                                                          

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    If a mortgagor pays more than one installment on a Simple Interest
Mortgage Loan at a time, the regular installment will be treated as described   
above. However, the entire amount of the additional installment will be treated 
as a receipt of one or more regular principal payments and applied to reduce the
Principal Balance of the related Mortgage Loan. Although such mortgagor will not
be required to make the next monthly installment, interest will continue to     
accrue on the Principal Balance of such Mortgage Loan, as reduced by the        
application of the early installment. As a result, when such mortgagor pays the 
next required installment on a Simple Interest Mortgage Loan, such payment may  
be insufficient to cover the interest that has accrued since the last payment by
the mortgagor. Notwithstanding such insufficiency, such Mortgage Loan would be  
considered to be current. This situation would continue until the monthly       
installments are once again sufficient to cover all accrued interest and to     
reduce the Principal Balance of such Mortgage Loan. Depending on the Principal  
Balance and interest rate of the related Mortgage Loan and on the number of     
installments paid early, there may be extended periods of time during which     
Simple Interest Mortgage Loans in respect of which such additional installments 
have been made are not amortizing and are considered current.                   

THE SELLER

   Credit-Based Asset Servicing and Securitization LLC is a Delaware
limited liability company with its principal place of business in New York, New 
York. The information set forth in the following paragraphs has been provided by
the Seller and neither the Depositor nor any other party makes any              
representation as to the accuracy or completeness of such information.          

  The Seller was established in July 1996 as a venture of Mortgage
Guaranty Insurance Corporation ("MGIC"), Enhance Financial Services Group, Inc. 
("EFSG") and certain members of management of the Seller. Each of MGIC and EFSG 
has approximately a 46% interest in the Seller with the remainder owned by      
management of the Seller. On February 28, 2001, Radian Group Inc. ("Radian")    
acquired EFSG, including EFSG's 46% interest in the Seller. Radian and MGIC are 
publicly traded companies which file such periodic reports with the Securities  
and Exchange Commission (the "Commission") as are required by the Securities    
Exchange Act of 1934, as amended, and the rules and regulations of the          
Commission thereunder, as interpreted by the staff of the Commission thereunder.

     At December 31, 2003, the Seller had approximately $3.18 billion in
assets, approximately $2.71 billion in liabilities and approximately $470.6     
million in equity.                                                              

  The Seller's principal business is the purchasing of performing,
sub-performing and non-performing residential mortgage loans from banks and     
other financial institutions and individuals and mortgage-related securities,   
including non-investment grade subordinated securities, for investment and      
securitization. Substantially all of the mortgage loans the Seller owns are     
serviced by its wholly-owned subsidiary, Litton Loan Servicing LP. The Seller   
does not originate mortgages. The Seller is a HUD-approved investing mortgagee. 

UNDERWRITING STANDARDS

      The following is a description of the underwriting standards used by
the Seller in connection with its acquisition of the Mortgage Loans.            

         Each Mortgage Loan included in the Trust Fund has satisfied the credit,
appraisal and underwriting guidelines established by the Seller that are        
described below. To determine satisfaction of such guidelines, the Seller or a  
loan reviewer reviewed the files related to the Mortgage Loans in connection    
with the acquisition of the Mortgage Loans by the Seller. These files include   
the documentation pursuant to which the mortgage loan was originally            
underwritten, as well as the mortgagor's payment history on the mortgage loan.  
The Seller's underwriting guidelines when re-underwriting mortgage loans are    
intended to evaluate the mortgagor's credit standing, repayment ability and     
willingness to repay debt, as well as the value and adequacy of the mortgaged   
property as collateral. In general, to establish the adequacy of the mortgaged  
property as collateral, the Seller will obtain a current appraisal, broker's    
price opinion, and/or drive-by or desk review of such property, prepared within 
six months of the Seller's purchase. A mortgagor's ability and willingness to   
repay debts (including the Mortgage Loan) in a timely fashion must be           
demonstrated by the quality, quantity and durability of income history, history 
of debt management, history of debt repayment, and net worth accumulation.      
Accordingly, the Seller also obtains and reviews a current credit report for the
mortgagor.                                                                      

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      The Seller purchases mortgage loans that were originated pursuant to
one of the following documentation programs:                                    

       Full Documentation. Mortgage loans originally underwritten with "Full
Documentation" include a detailed application designed to provide pertinent     
credit information. As part of the description of the mortgagor's financial     
condition, the mortgagor was required to fill out a detailed application        
designed to provide pertinent credit information. As part of the description of 
the mortgagor's financial condition, the mortgagor provided a balance sheet,    
current as of the origination of the mortgage loan, describing assets and       
liabilities and a statement of income and expenses, as well as authorizing the  
originator to obtain a credit report which summarizes the mortgagor's credit    
history with local merchants and lenders and any record of bankruptcy. In       
addition, an employment verification was obtained wherein the employer reported 
the length of employment with that organization, the mortgagor's salary as of   
the mortgage loan's origination, and an indication as to whether it is expected 
that the mortgagor will continue such employment after the mortgage loan's      
origination. If a mortgagor was self-employed when such mortgagor's loan was    
originated, the mortgagor submitted copies of signed tax returns. The originator
was also provided with deposit verification at all financial institutions where 
the mortgagor had demand or savings accounts.                                   

In determining the adequacy of the property as collateral at  
origination, an independent appraisal was made of each property considered for  
financing. The appraiser inspected the property and verified that it was in good
condition and that construction, if new, had been completed at the time of the  
loan's origination. Such appraisal was based on the appraiser's judgment of     
values, giving appropriate weight to both the then market value of comparable   
homes and the cost of replacing the property.                                   

   Other Levels of Documentation. Other mortgage loans purchased and
re-underwritten by the Seller were originally underwritten pursuant to          
alternative documentation programs that require less documentation and          
verification than do traditional "Full Documentation" programs, including "No   
Documentation," "Limited Documentation," "Alternative Documentation," "Stated   
Documentation" and "Streamlined Documentation" programs for certain qualifying  
mortgage loans. Under a "No Documentation" program, the originator does not     
undertake verification of a mortgagor's income or assets. Under a "Limited      
Documentation" program, certain underwriting documentation concerning income and
employment verification is waived. "Alternative Documentation" programs allow a 
mortgagor to provide W-2 forms instead of tax returns, permit bank statements in
lieu of verification of deposits and permit alternative methods of employment   
verification. Under "Stated Documentation" programs, a mortgagor's income is    
deemed to be that stated on the mortgage application and is not independently   
verified by the originator. These are underwriting programs designed to         
streamline the underwriting process by eliminating the requirement for income   
verification. Depending on the facts and circumstances of a particular case, the
originator of the mortgage loan may have accepted other information based on    
limited documentation that eliminated the need for either income verification   
and/or asset verification. The objective use of limited documentation is to     
shift the emphasis of the underwriting process from the credit standing of the  
mortgagor to the value and adequacy of the mortgaged property as collateral.    
"Streamlined Documentation" programs are used for mortgage loans issued to      
government entities which are being refinanced by the same originator. The      
originator verifies current mortgage information, but does not undertake        
verification of the mortgagor's employment or assets and does not conduct a new 
appraisal of the property considered for refinancing. The objective of          
Streamlined Documentation programs is to streamline the underwriting process in 
cases where the originator has the mortgagor's complete credit file from the    
original loan transaction.                                                      

  Owner-Financed Mortgage Loans. The Owner-financed Mortgage Loans
comprise approximately 3.29% of the Group I Mortgage Loans and approximately    
0.74% of the Group II Mortgage Loans (in each case, by aggregate Principal      
Balance as of the Cut-off Date).                                                

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        The Seller routinely purchases mortgage loans which are owner-financed
mortgage loans ("Owner-financed Mortgage Loans"). Owner-financed Mortgage Loans 
are originated by the individual sellers of the related mortgaged property who  
generally are inexperienced in matters pertaining to mortgage banking. These    
mortgage loans were originated with less stringent standards than the other     
mortgage loans the Seller typically purchases. The mortgagor under an           
Owner-financed Mortgage Loan generally does not complete a mortgage loan        
application and the seller of the related property generally does not verify the
income or employment of the related mortgagor. In connection with the Seller's  
acquisition of an Owner-financed Mortgage Loan, the Seller obtained and reviewed
the credit history and payment history of the mortgagor. In deciding to purchase
Owner-financed Mortgage Loans, the Seller generally places considerable emphasis
on the value of the mortgaged property. The Seller, in connection with its      
underwriting of an Owner-financed Mortgage Loan, calculates the loan-to-value   
ratio of the mortgage loan at the time of acquisition for underwriting purposes 
to determine the mortgagor's equity in the related mortgaged property. A        
drive-by appraisal of the market value of each mortgaged property relating to an
Owner-financed Mortgage Loan generally was obtained within 90 days prior to the 
Seller's purchase of such mortgage loan. However, in certain instances, the     
Seller may have utilized a previous appraisal if it was completed within one    
year prior to the Seller's purchase, in which case the Seller will generally    
require the appraiser to recertify the value in such appraisal. The Seller may  
have acquired an Owner-financed Mortgage Loan based upon a statistical valuation
provided by independent data providers of the mortgaged property and            
subsequently obtained a drive-by appraisal, generally within three months of    
acquisition.                                                                    

 For a discussion of the certain risks related to Owner-financed
Mortgage Loans that a Certificateholder should consider prior to purchase, see  
"Risk Factors--There are risks related to owner-financed mortgage loans" in this
Prospectus Supplement.                                                          
THE SERVICER

    Litton Loan Servicing LP provided the information set forth in the
following paragraphs. None of the Depositor, the Seller, the Trustee, any       
Underwriter or any of their respective affiliates have made or will make any    
representation as to the accuracy or completeness of such information.          

Litton Loan Servicing LP (the "Servicer"), a Delaware limited 
partnership and a wholly-owned subsidiary of the Seller, will act as the        
servicer of the Mortgage Loans pursuant to the Pooling and Servicing Agreement. 
Litton Loan Servicing LP was formed in December 1996. As of December 31, 2003,  
the Servicer employed approximately 522 individuals. The main office of the     
Servicer is located at 4828 Loop Central Drive, Houston, Texas 77081. The       
Servicer is currently a Fannie Mae and Freddie Mac approved servicer and an     
approved FHA and VA lender with a servicing portfolio of approximately $17.6    
billion as of December 31, 2003. The Servicer specializes in servicing          
sub-performing mortgage loans and entering into workouts with the related       
mortgagors. The Servicer is servicing in excess of 100 securitizations for the  
Seller and various third parties.                                               

    The Servicer may make available certain loan level and certificate
level information, such as delinquency and credit support data, projected and   
actual loss data, roll rates, and trend analyses, through its proprietary       
investor interface and asset analysis tool, RADARViewersm. The RADARViewersm    
internet website is currently located at www.radarviewer.com. The Servicer has  
no obligation to continue to provide any type of information available on       
RADARViewersm as of the date hereof or to maintain its RADARViewersm website in 
the entirety, and may, in its sole discretion, discontinue such service at any  
time.                                                                           

   Fitch assigned the Servicer its RSS1 residential special servicer
rating on November 16, 1999 and reaffirmed that rating in November 2003. The    
rating is based on the Servicer's ability to manage and liquidate nonperforming 
residential mortgage loans and real estate owned assets. This RSS1 rating is the
highest special servicer rating attainable from Fitch which reflects the        
Servicer's sophisticated proprietary default management technology, the         
financial strength of its well-capitalized parent and its highly experienced    
management and staff.                                                           

        In January 2001, Fitch assigned the Servicer its RPS1 primary servicer
rating for sub-prime and high loan-to-value ratio product and reaffirmed that   
rating in November 2003. The RPS1 rating is currently the highest sub-prime     
primary servicer rating attainable from Fitch for any sub-prime servicer, which 
is based on the strength of the Servicer's loan administration processes        
including new loan set-up procedures and related technology, loan               
accounting/cash management and loan reporting. The RPS1 rating for high         
loan-to-value ratio product is based on the Servicer's intensive focus on early 
collection and loss mitigation.                                                 

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       In March 2001, Moody's assigned the Servicer its top servicer quality
rating (SQ1) as a primary servicer of prime and sub-prime mortgage loans, second
liens and as a special servicer and reaffirmed that rating in June 2003. The    
rating is based on the servicer's outstanding ability as a servicer and the     
stability of its servicing operations                                           

       In April 2001, S&P raised the Servicer's ranking from "Above Average"
to "Strong" for both its residential special and sub-prime servicing categories 
and reaffirmed that rating in September 2003. The "Strong" rating is S&P's      
highest possible rating for these categories. The rankings are based on the     
Servicer's established history of servicing distressed assets for a diverse     
investor base, technological improvements that have increased operational       
efficiencies, superior management depth, and very good internal controls.       

        Delinquency and Foreclosure Experience. The following table sets forth
the delinquency and foreclosure experience of the mortgage loans serviced by the
Servicer as of the dates indicated. The Servicer's portfolio of mortgage loans  
may differ significantly from the Mortgage Loans in terms of interest rates,    
principal balances, geographic distribution, types of properties and other      
possibly relevant characteristics. There can be no assurance, and no            
representation is made, that the delinquency and foreclosure experience with    
respect to the Mortgage Loans will be similar to that reflected in the table    
below, nor is any representation made as to the rate at which losses may be     
experienced on liquidation of defaulted Mortgage Loans. The actual delinquency  
experience on the Mortgage Loans will depend, among other things, upon the value
of the real estate securing such Mortgage Loans and the ability of the related  
mortgagor to make required payments. It should be noted that the Servicer's     
business emphasizes to a certain degree the acquisition of servicing rights with
respect to non-performing and subperforming mortgage loans and the Servicer has 
been an active participant in the market for such servicing rights since 1997.  
The acquisition of such servicing rights may have affected the delinquency and  
foreclosure experience of the Servicer.                                         

 Delinquency and Foreclosure Experience(1)

                                                        [Enlarge/Download Table]

                                    As of December 31, 2003              As of December 31, 2002     
                            -----------------------------------   -----------------------------------
                                                        % by                                  % by   
                            No. of       Principal    Principal   No. of     Principal      Principal
                             Loans      Balance(2)      Balance   Loans      Balance(2)      Balance 
                            -------   --------------- ---------  -------   ---------------  ---------
                                                                                                     
Current Loans               117,507   $12,259,524,842   69.54%    80,838   $ 6,690,592,530     64.66%
Period of                                                                                            
Delinquency(3)                                                                                       
   30-59 Days                19,576   $ 1,846,650,352   10.47%    12,780   $ 1,040,126,117     10.05%
   60-89 Days                 8,097   $   759,456,004    4.31%     4,881   $   410,962,733      3.97%
   90 Days or more            6,576   $   544,508,354    3.09%     4,407   $   299,691,214      2.90%
                            -------                    ------    -------   ---------------    ------ 
Total Delinquency            34,249   $ 3,150,614,710   17.87%    22,068   $ 1,750,780,064     16.92%

Foreclosures/Bankruptcy(4)   19,954   $ 1,807,441,681   10.25%    18,294   $ 1,550,037,579     14.98%

Real Estate Owned             4,611       411,683,483    2.34%     4,503   $   356,417,746      3.44%
                            -------   ---------------  ------    -------   ---------------    ------ 
Total Portfolio             176,321    17,629,264,716  100.00%   125,703   $10,347,827,919    100.00%
                            =======   ===============  ======    =======   ===============    ====== 



                                   As of December 31, 2001                                           
                              ------------------------------------                                   
                                                          % by                                       
                              No. of      Principal      Principal                                   
                               Loans      Balance(2)      Balance                                    
                              -------   --------------   ----------                                  
                                                                                                     
Current Loans                  72,453   $5,117,899,302     62.30%                                    
Period of                                                                                            
Delinquency(3)                                                                                       
   30-59 Days                  12,261   $  918,166,282     11.18%                                    
   60-89 Days                   5,266   $  379,058,310      4.61%                                    
   90 Days or more              5,229   $  318,992,310      3.88%                                    
                              -------   --------------    ------                                     
Total Delinquency              22,756   $1,616,216,902     19.67%                                    

Foreclosures/Bankruptcy(4)     13,865   $1,178,073,970     14.34%                                    

Real Estate Owned               4,117   $  302,723,096      3.69%                                    
                              -------   --------------    ------                                     
Total Portfolio               113,191   $8,214,913,270    100.00%                                    
                              =======   ==============    ======                                     

------------------                                                              
(1)  The table shows mortgage loans which were delinquent or for which          
foreclosure proceedings had been instituted as of the date indicated. 
(2)  For the Real Estate Owned properties, the principal balance is at the time 
of foreclosure.                                                       
(3)  No mortgage loan is included in this section of the table as delinquent    
until it is 30 days past due.                                         
(4)  Exclusive of the number of loans and principal balance shown in Period of  
Delinquency.                                                          

      It is unlikely that the delinquency experience of the Mortgage Loans
comprising the Mortgage Pool will correspond to the delinquency experience of   
the Servicer's mortgage portfolio set forth in the foregoing table. The         
statistics shown above represent the delinquency experience for the Servicer's  
mortgage servicing portfolio only for the periods presented, whereas the        
aggregate delinquency experience on the Mortgage Loans comprising the Mortgage  
Pool will depend on the results obtained over the life of the Mortgage Pool.    
There can be no assurance that the Mortgage Loans comprising the Mortgage Pool  
will perform consistent with the delinquency or foreclosure experience described
herein. It should be noted that if the residential real estate market should    
experience an overall decline in property values, the actual rates of           
delinquencies and foreclosures could be higher than those previously experienced
by the Servicer. In addition, adverse economic conditions may affect the timely 
payment by mortgagors of scheduled payments of principal and interest on the    
Mortgage Loans and, accordingly, the actual rates of delinquencies and          
foreclosures with respect to the Mortgage Pool.                                 

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 THE POOLING AND SERVICING AGREEMENT
General                                                                         

       The Certificates will be issued pursuant to the Pooling and Servicing
Agreement, dated as of January 1, 2004 (the "Pooling and Servicing Agreement"), 
among the Depositor, the Seller, the Servicer and the Trustee. The Trust Fund   
created under the Pooling and Servicing Agreement will consist of (i) all of the
Depositor's right, title and interest in the Mortgage Loans, the related        
mortgage notes, mortgages and other related documents, (ii) all payments on or  
collections in respect of the Mortgage Loans due after the Cut-off Date,        
together with any proceeds thereof, (iii) any Mortgaged Properties acquired on  
behalf of Certificateholders by foreclosure or by deed in lieu of foreclosure,  
and any revenues received thereon, (iv) the rights of the Trustee under all     
insurance policies required to be maintained pursuant to the Pooling and        
Servicing Agreement, (v) the rights of the Depositor under the Mortgage Loan    
Purchase Agreement, (vi) the Reserve Account and (vii) the rights of the Trustee
under the Yield Maintenance Agreement. The Offered Certificates will be         
transferable and exchangeable at the corporate trust office of the Trustee.     

Assignment of the Mortgage Loans                                                

         On the date of issuance of the Certificates (the "Closing Date"), which
is expected to be on or about February 12, 2004, the Depositor will transfer to 
the Trust Fund all of its right, title and interest in and to each Mortgage     
Loan, the related mortgage notes, mortgages and other related documents         
(collectively, the "Related Documents"), including all scheduled payments with  
respect to each such Mortgage Loan due after the Cut-off Date and all rights    
under the related FHA Insurance Agreement, as applicable. The Trustee,          
concurrently with such transfer, will deliver the Certificates to the Depositor.
Each Mortgage Loan transferred to the Trust Fund will be identified on a        
schedule (the "Mortgage Loan Schedule") delivered to the Trustee pursuant to the
Pooling and Servicing Agreement. Such Mortgage Loan Schedule will include       
information such as the Principal Balance of each Mortgage Loan as of the       
Cut-off Date, its Mortgage Interest Rate as well as other information.          

        The Pooling and Servicing Agreement will require that, within the time
period specified therein, the Seller will deliver or cause to be delivered to   
The Bank of New York (the "Custodian"), as the Trustee's agent for such purpose,
the mortgage notes endorsed to the Trustee on behalf of the Certificateholders  
and the Related Documents. In lieu of delivery of original mortgages or mortgage
notes, if such original is not available or lost, the Seller may deliver or     
cause to be delivered true and correct copies thereof, or, with respect to a    
lost mortgage note, a lost note affidavit executed by the Seller or the         
originator of such Mortgage Loan. The Servicer is required to cause the         
assignments of mortgage that are delivered in blank to be completed and to cause
all assignments of mortgage to be recorded. The Servicer is required to deliver 
such assignments for recording within 30 days of the Closing Date.              

        Within 60 days following the Closing Date, the Trustee will review (or
cause the Custodian to review) the Mortgage Loans and the Related Documents     
pursuant to the Pooling and Servicing Agreement and if any Mortgage Loan or     
Related Document is found to be defective in any material respect and such      
defect has a material and adverse effect on the Certificateholders and is not   
cured within 120 days following notification thereof to the Seller (or within 90
days of the earlier of the Seller's discovery or receipt of notification if such
defect would cause the Mortgage Loan not to be a "qualified mortgage" for REMIC 
purposes) and the Trustee by the Custodian (or 150 days following the Closing   
Date, in the case of missing mortgages or assignments), the Seller will be      
obligated to either (i) substitute for such Mortgage Loan an Eligible Substitute
Mortgage Loan; however, such substitution is permitted only within two years of 
the Closing Date and may not be made unless an opinion of counsel is provided to
the effect that such substitution will not disqualify any of the REMICs         
comprising the Trust Fund as a REMIC or result in a prohibited transaction tax  
under the Code or (ii) purchase such Mortgage Loan at a price (the "Purchase    
Price") equal to the outstanding Principal Balance of such Mortgage Loan as of  
the date of purchase, plus all accrued and unpaid interest thereon, computed at 
the Mortgage Interest Rate through the end of the calendar month in which the   
purchase is effected, plus the amount of any unreimbursed Advances and Servicing
Advances made by the Servicer. If, however, a Mortgage Loan is discovered to be 
defective in a manner that would cause it to be a "defective obligation" within 
the meaning of Treasury regulations relating to REMICs, the Seller will be      
obligated to cure the defect or make the required purchase or substitution no   
later than 90 days after the earlier of its discovery or receipt of notification
of the defect. The Purchase Price will be deposited in the Collection Account on
or prior to the next succeeding Determination Date after such obligation arises.
The obligation of the Seller to repurchase or substitute for a Defective        
Mortgage Loan is the sole remedy regarding any defects in the Mortgage Loans and
Related Documents available to the Trustee or the Certificateholders.           

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        In connection with the substitution of an Eligible Substitute Mortgage
Loan, the Seller will be required to deposit in the Collection Account on or    
prior to the next succeeding Determination Date after such obligation arises an 
amount (the "Substitution Adjustment") equal to the excess of the Principal     
Balance of the related Defective Mortgage Loan over the Principal Balance of    
such Eligible Substitute Mortgage Loan.                                         

       An "Eligible Substitute Mortgage Loan" is a mortgage loan substituted
by the Seller for a Defective Mortgage Loan which must, on the date of such     
substitution, (i) have an outstanding Principal Balance (or in the case of a    
substitution of more than one Mortgage Loan for a Defective Mortgage Loan, an   
aggregate Principal Balance), not in excess of, and not more than 5% less than, 
the Principal Balance of the Defective Mortgage Loan; (ii) have a Mortgage      
Interest Rate, with respect to a Fixed-Rate Mortgage Loan, not less than the    
Mortgage Interest Rate of the Defective Mortgage Loan and not more than 1% in   
excess of the Mortgage Interest Rate of such Defective Mortgage Loan or, with   
respect to an Adjustable-Rate Mortgage Loan, have a Maximum Mortgage Interest   
Rate and Minimum Mortgage Interest Rate not less than the respective rates for  
the Defective Mortgage Loan, have the same Index as the Defective Mortgage Loan 
and have a Gross Margin equal to or greater than the Defective Mortgage Loan;   
(iii) have the same Due Date as the Defective Mortgage Loan; (iv) have a        
remaining term to maturity not more than one year earlier and not later than the
remaining term to maturity of the Defective Mortgage Loan; (v) comply with each 
representation and warranty as to the Mortgage Loans set forth in the Pooling   
and Servicing Agreement (deemed to be made as of the date of substitution); (vi)
have been underwritten or re-underwritten by the Seller in accordance with the  
same underwriting criteria and guidelines as the Mortgage Loans being replaced; 
(vii) must be of the same or better credit quality as the Mortgage Loan being   
replaced; and (viii) satisfy certain other conditions specified in the Pooling  
and Servicing Agreement.                                                        

       The Seller will make certain representations and warranties as to the
accuracy in all material respects of certain information furnished to the       
Trustee with respect to each Mortgage Loan (e.g., Cut-off Date Principal Balance
and the Mortgage Interest Rate). In addition, the Seller will represent and     
warrant, on the Closing Date, that, among other things: (i) at the time of      
transfer to the Depositor, the Seller has transferred or assigned all of its    
right, title and interest in each Mortgage Loan and the Related Documents, free 
of any lien; and (ii) each Mortgage Loan complies with any and all requirements 
of any federal, state or local law with respect to the origination and servicing
of such Mortgage Loan including, without limitation, usury, truth in lending,   
real estate settlement procedures, consumer credit protection, equal credit     
opportunity, predatory and abusive lending laws or disclosure laws applicable to
the Mortgage Loans. Upon discovery of a breach of any such representation and   
warranty which materially and adversely affects the interests of the            
Certificateholders in the related Mortgage Loan and Related Documents, the      
Seller will have a period of 90 days after discovery or notice of the breach to 
effect a cure. If the breach cannot be cured within the 90-day period, the      
Seller will be obligated to (a) substitute for such Defective Mortgage Loan an  
Eligible Substitute Mortgage Loan or (b) purchase such Defective Mortgage Loan  
from the Trust Fund. The same procedure and limitations that are set forth above
for the substitution or purchase of Defective Mortgage Loans as a result of     
deficient documentation relating thereto will apply to the substitution or      
purchase of a Defective Mortgage Loan as a result of a breach of a              
representation or warranty in the Pooling and Servicing Agreement that          
materially and adversely affects the interests of the Certificateholders. In    
addition to the foregoing, if a breach of the representation set forth in clause
(ii) above occurs, the Seller will be obligated to reimburse the Trust for all  
costs or damages incurred by the Trust as a result of the violation of such     
representation (such amount, the "Reimbursement Amount").                       

         Mortgage Loans required to be transferred to the Seller as described in
the preceding paragraphs are referred to as "Defective Mortgage Loans."         

    Pursuant to the Pooling and Servicing Agreement, the Servicer will
service and administer the Mortgage Loans as more fully set forth therein.      

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Payments on Mortgage Loans; Deposits to Collection Account and Distribution     
Account                                                                         

      The Servicer will establish and maintain or cause to be maintained a
separate trust account (the "Collection Account") for the benefit of the holders
of the Certificates. The Collection Account will be an Eligible Account (as     
defined herein). Upon receipt by the Servicer of amounts in respect of the      
Mortgage Loans (excluding amounts representing the Servicing Fee, reimbursement 
for Advances and Servicing Advances, insurance proceeds to be applied to the    
restoration or repair of a Mortgaged Property or similar items), the Servicer   
will deposit such amounts in the Collection Account. Amounts so deposited may be
invested in eligible investments (as described in the Pooling and Servicing     
Agreement) maturing no later than one Business Day prior to the date on which   
the amount on deposit therein is required to be deposited in the Distribution   
Account. A "Business Day" is any day other than a Saturday, a Sunday or a day on
which banking institutions in the State of Delaware, the State of New York, the 
State of Texas or in the city in which the corporate trust office of the Trustee
is located are authorized or obligated by law or executive order to be closed.  
The Trustee will establish an account (the "Distribution Account") into which   
will be deposited amounts withdrawn from the Collection Account for distribution
to Certificateholders on a Distribution Date. The Distribution Account will be  
an Eligible Account. Amounts on deposit therein may be invested in eligible     
investments maturing on or before the Business Day prior to the related         
Distribution Date unless such eligible investments are invested in investments  
managed or advised by the Trustee or an affiliate thereof, in which case such   
eligible investments may mature on the related Distribution Date.               

         An "Eligible Account" is a segregated account that is (i) an account or
accounts maintained with a federal or state chartered depository institution or 
trust company the short-term unsecured debt obligations of which (or, in the    
case of a depository institution or trust company that is the principal         
subsidiary of a holding company, the short-term unsecured debt obligations of   
such holding company) are rated "A-1" (or the equivalent) by each of S&P, Fitch 
and Moody's (collectively, the "Rating Agencies") at the time any amounts are   
held on deposit therein, (ii) an account or accounts the deposits in which are  
fully insured by the Federal Deposit Insurance Corporation (to the limits       
established by such corporation), the uninsured deposits in which account are   
otherwise secured such that, as evidenced by an opinion of counsel delivered to 
the Trustee and to each Rating Agency, the Certificateholders will have a claim 
with respect to the funds in such account or a perfected first priority security
interest against such collateral (which shall be limited to eligible            
investments) securing such funds that is superior to claims of any other        
depositors or creditors of the depository institution with which such account is
maintained, (iii) a trust account or accounts maintained with the trust         
department of a federal or state chartered depository institution, national     
banking association or trust company acting in its fiduciary capacity or (iv)   
otherwise acceptable to each Rating Agency without reduction or withdrawal of   
their then current ratings of the Certificates as evidenced by a letter from    
each Rating Agency to the Trustee. Eligible investments are specified in the    
Pooling and Servicing Agreement and are limited to investments which meet the   
criteria of the Rating Agencies from time to time as being consistent with their
then current ratings of the Certificates.                                       

Advances                                                                        

         Subject to the following limitations, the Servicer will be obligated to
advance or cause to be advanced at least one Business Day prior to each         
Distribution Date its own funds, or funds in the Collection Account that are not
included in the Available Funds for such Distribution Date, in an amount equal  
to the aggregate of all payments of principal and interest, net of the Servicing
Fee, that were due during the related Collection Period on the Actuarial        
Mortgage Loans, other than Balloon Payments, and that were not received by the  
related Determination Date and, with respect to Balloon Loans which are         
Actuarial Mortgage Loans, with respect to which the Balloon Payment is not made 
when due, an assumed monthly payment that would have been due on the related Due
Date based on the original principal amortization schedule for such Balloon Loan
(any such advance, an "Advance").                                               

    With respect to Interest Only Mortgage Loans, the Servicer will be
obligated to make Advances of scheduled interest during the first 24, 60 or 120 
months, as applicable, of the term of the related Mortgage Loan and Advances of 
scheduled principal and interest thereafter.                                    

      The Servicer will not make Advances of principal on any Second Liens
and any REO Property and will not make any Advances of principal or interest    
with respect to Simple Interest Mortgage Loans and Third Liens.                 

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      Advances with respect to Actuarial Mortgage Loans are required to be
made only to the extent the Servicer deems them to be recoverable from related  
late collections, insurance proceeds, condemnation proceeds or liquidation      
proceeds. The purpose of making such Advances is to maintain a regular cash flow
to the Certificateholders, rather than to guarantee or insure against losses.   
The Servicer will not be required, however, to make any Advances with respect to
reductions in the amount of the Monthly Payments on the Mortgage Loans due to   
bankruptcy proceedings or the application of the Servicemembers Civil Relief Act
(the "Relief Act") or other similar state laws. Subject to the recoverability   
standard and other limitations above, the Servicer's obligation to make Advances
as to any Actuarial Mortgage Loan will continue until the earlier of such time  
as such Mortgage Loan becomes current, is paid in full by the mortgagor or      
disposed of by the Trust.                                                       

All Advances will be reimbursable to the Servicer from late   
collections, insurance proceeds and liquidation proceeds from the Mortgage Loan 
as to which such unreimbursed Advance was made. Any Advances previously made in 
respect of any Mortgage Loan that the Servicer deems to be nonrecoverable from  
related late collections, insurance proceeds, condemnation proceeds or          
liquidation proceeds may be reimbursed to the Servicer out of any funds in the  
Collection Account prior to the distributions on the Certificates. In addition, 
the Servicer may withdraw from the Collection Account funds that were not       
included in Available Funds for the preceding Distribution Date to reimburse    
itself for Advances previously made; provided, however, any funds so applied    
will be replaced by the Servicer by deposit in the Collection Account no later  
than one business day prior to the Distribution Date on which such funds are    
required to be distributed. In the event the Servicer fails in its obligation to
make any such Advance, the Trustee, in its capacity as successor Servicer, will 
be obligated to make any such Advance, to the extent required in the Pooling and
Servicing Agreement.                                                            

     In the course of performing its servicing obligations, the Servicer
will pay all reasonable and customary "out-of-pocket" costs and expenses        
incurred in the performance of its servicing obligations, including, but not    
limited to, the cost of (i) the preservation, restoration and protection of the 
Mortgaged Properties, (ii) any enforcement or judicial proceedings, including   
foreclosures, and (iii) the management and liquidation of Mortgaged Properties  
acquired in satisfaction of the related mortgage. Each such expenditure will    
constitute a "Servicing Advance."                                               

         The Servicer's right to reimbursement for Servicing Advances is limited
to late collections on the related Mortgage Loan, including liquidation         
proceeds, released mortgaged property proceeds, insurance proceeds, condemnation
proceeds and such other amounts the Servicer may collect from the related       
mortgagor or otherwise relating to the Mortgage Loan in respect of which such   
unreimbursed amounts are owed, unless such amounts are deemed to be             
nonrecoverable by the Servicer, in which event reimbursement will be made to the
Servicer from general funds in the Collection Account.                          

        The Pooling and Servicing Agreement will provide that the Servicer may
enter into a facility with any person which provides that such person may fund  
Advances and/or Servicing Advances, although no such facility will reduce or    
otherwise affect the Servicer's obligation to fund such Advances and/or         
Servicing Advances.                                                             

The Trustee                                                                     

      U.S. Bank National Association, a national banking association, will
act as trustee (the "Trustee") for the Certificates pursuant to the Pooling and 
Servicing Agreement. The Trustee's offices for notices under the Pooling and    
Servicing Agreement are located at 60 Livingston Avenue, EP-MN-WS3D, St. Paul,  
Minnesota 55107-2292, Attention: Structured Finance, C-BASS 2004-CB1 and its    
telephone number is (800) 934-6802. The principal compensation to be paid to the
Trustee in respect of its obligations under the Pooling and Servicing Agreement 
will be the "Trustee Fee." The Pooling and Servicing Agreement will provide that
the Trustee and any director, officer, employee or agent of the Trustee will be 
indemnified by the Trust Fund and will be held harmless against any loss,       
liability or expense (not including expenses, disbursements and advances        
incurred or made by the Trustee in the ordinary course of the Trustee's         
performance in accordance with the provisions of the Pooling and Servicing      
Agreement) the Trustee incurs arising out of or in connection with the          
acceptance or administration of its obligations and duties under the Pooling and
Servicing Agreement, other than any loss, liability or expense (i) that is      
specifically allocated to the Trustee under the Pooling and Servicing Agreement 
or (ii) incurred by reason of willful misfeasance, bad faith or negligence in   
the performance of the Trustee's duties under the Pooling and Servicing         
Agreement, or by reason of reckless disregard, of the Trustee's obligations and 
duties under the Pooling and Servicing Agreement.                               

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Servicing and Other Compensation and Payment of Expenses                        

    The principal compensation (the "Servicing Fee") to be paid to the
Servicer in respect of its servicing activities for the Certificates will be at 
the "Servicing Fee Rate" of (i) 0.50% per annum on the Principal Balance of each
Mortgage Loan. As additional servicing compensation, the Servicer is entitled to
retain all service-related fees, including assumption fees, modification fees,  
extension fees and late payment charges, to the extent collected from           
mortgagors, together with any interest or other income earned on funds held in  
the Collection Account and any escrow accounts. The Servicer is obligated to    
offset any Prepayment Interest Shortfall on Actuarial Mortgage Loans on any     
Distribution Date (payments made by the Servicer in satisfaction of such        
obligation, "Compensating Interest") by an amount not in excess of one-half of  
its Servicing Fee for such Distribution Date. The Servicer will not offset any  
Prepayment Interest Shortfall on Simple Interest Mortgage Loans on any          
Distribution Date. The Servicer is obligated to pay certain insurance premiums  
and certain ongoing expenses associated with the Mortgage Pool and incurred by  
the Servicer in connection with its responsibilities under the Pooling and      
Servicing Agreement and is entitled to reimbursement therefor as provided in the
Pooling and Servicing Agreement.                                                

        The "Determination Date" with respect to any Distribution Date will be
the 10th day of the calendar month in which such Distribution Date occurs or, if
such day is not a Business Day, the Business Day immediately preceding such 10th
day. With respect to any Determination Date and each Mortgage Loan as to which a
principal prepayment in full was applied during the prior calendar month, the   
"Prepayment Interest Shortfall" is an amount equal to the interest at the       
Mortgage Interest Rate for such Mortgage Loan (net of the Servicing Fee Rate) on
the amount of such principal prepayment for the number of days commencing on the
date on which the principal prepayment is applied and ending on the last day of 
the prior calendar month.                                                       

Pledge and Assignment of Servicer's Rights                                      

    On the Closing Date, the Servicer may pledge and assign all of its
right, title and interest in, to and under the Pooling and Servicing Agreement  
to one or more lenders or servicing rights pledgees (each, a "Servicing Rights  
Pledgee") selected by the Servicer, including Wachovia Bank, National           
Association, as the representative of certain lenders. In the event that an     
Event of Servicing Termination (as defined below) occurs, the Trustee and the   
Depositor have agreed to the appointment of a Servicing Rights Pledgee or its   
designee as the successor servicer, provided that at the time of such           
appointment the Servicing Rights Pledgee or such designee meets the requirements
of a successor servicer described in the Pooling and Servicing Agreement        
(including being acceptable to the Rating Agencies) and that the Servicing      
Rights Pledgee or such designee agrees to be subject to the terms of the Pooling
and Servicing Agreement. Under no circumstances will Wachovia Bank, National    
Association be required to act as a backup servicer.                            

Optional Termination                                                            

       The Servicer (or an affiliate) will have the right to purchase all of
the Mortgage Loans and REO Properties in the Trust Fund and thereby effect the  
early retirement of the Certificates, on any Distribution Date on which the     
aggregate Principal Balance of such Mortgage Loans and REO Properties is less   
than 10% of the aggregate Principal Balance of the Mortgage Loans as of the     
Cut-off Date. The first Distribution Date on which such option could be         
exercised is referred to herein as the "Optional Termination Date." In the event
that the option is exercised, the purchase will be made at a price (the         
"Termination Price") generally equal to par plus accrued interest for each      
Mortgage Loan at the related Mortgage Interest Rate to but not including the    
first day of the month in which such purchase price is distributed plus the     
amount of any unreimbursed Advances and Servicing Advances made by the Servicer.
In addition, no option may be exercised unless any due and unpaid Reimbursement 
Amounts have been paid to the Trust. Proceeds from such purchase will be        
included in Available Funds and will be distributed to the holders of the       
Certificates in accordance with the Pooling and Servicing Agreement. Any such   
purchase of Mortgage Loans and REO Properties will result in the early          
retirement of the Certificates.                                                 

Optional Purchase of Defaulted Loans                                            

       As to any Mortgage Loan which is Delinquent in payment by 120 days or
more or for which the Servicer has accepted a deed in lieu of foreclosure, the  
Servicer (or its affiliates) may, at its option, purchase such Mortgage Loan    
from the Trust Fund at the Purchase Price for such Mortgage Loan, under the     
circumstances described in the Pooling and Servicing Agreement.                 

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Events of Servicing Termination                                                 

         "Events of Servicing Termination" will consist, among other things, of:
(i) any failure by the Servicer to deposit in the Collection Account or         
Distribution Account the required amounts or remit to the Trustee any payment   
which continues unremedied for one Business Day following written notice to the 
Servicer; (ii) any failure of the Servicer to make any required Advance with    
respect to an Actuarial Mortgage Loan or to cover any Prepayment Interest       
Shortfalls on Actuarial Mortgage Loans, as described herein, which failure      
continues unremedied for one Business Day; (iii) any failure by the Servicer to 
observe or perform in any material respect any other of its covenants or        
agreements in the Pooling and Servicing Agreement, which continues unremedied   
for 30 days after the first date on which (x) the Servicer has knowledge of such
failure or (y) written notice of such failure is given to the Servicer; (iv)    
insolvency, readjustment of debt, marshalling of assets and liabilities or      
similar proceedings, and certain actions by or on behalf of the Servicer        
indicating its insolvency or inability to pay its obligations; or (v) cumulative
Realized Losses as of any Distribution Date exceed the amount specified in the  
Pooling and Servicing Agreement.                                                

Rights upon Event of Servicing Termination                                      

    So long as an Event of Servicing Termination under the Pooling and
Servicing Agreement remains unremedied, the Trustee may, subject to the rights  
of the Servicing Rights Pledgee as described above, and at the direction of the 
holders of the Certificates evidencing not less than 51% of the Voting Rights is
required to, terminate all of the rights and obligations of the Servicer in its 
capacity as servicer with respect to the Mortgage Loans, as provided in the     
Pooling and Servicing Agreement, whereupon the Trustee will succeed to all of   
the responsibilities and duties of the Servicer under the Pooling and Servicing 
Agreement, including the obligation to make any required Advances. No assurance 
can be given that termination of the rights and obligations of the Servicer     
under the Pooling and Servicing Agreement would not adversely affect the        
servicing of the related Mortgage Loans, including the delinquency experience of
such Mortgage Loans.                                                            

        No holder of an Offered Certificate, solely by virtue of such holder's
status as a holder of an Offered Certificate, will have any right under the     
Pooling and Servicing Agreement to institute any proceeding with respect        
thereto, unless such holder previously has given to the Trustee written notice  
of default and unless the holders of Certificates having not less than 51% of   
the Voting Rights evidenced by the Certificates so agree and have offered       
indemnity satisfactory to the Trustee.                                          

Voting Rights                                                                   

      With respect to any date of determination, the percentage of all the
Voting Rights allocated among holders of the Certificates (other than the Class 
N, Class X and Class R Certificates) will be 98% and will be allocated among the
classes of such Certificates in the proportion that the aggregate Certificate   
Principal Balance of all the Certificates of such class then outstanding bear to
the aggregate Certificate Principal Balance of all Certificates then            
outstanding. With respect to any date of determination, the percentage of all   
the Voting Rights allocated among holders of the Class N and Class X            
Certificates will be 2%. The Voting Rights allocated to a class of Certificates 
will be allocated among all holders of each such class in proportion to the     
outstanding certificate balances (or percentage interest) of such Certificates. 
The Class R Certificates will not have any Voting Rights.                       

Amendment                                                                       

       The Pooling and Servicing Agreement may be amended by the Seller, the
Depositor, the Servicer and the Trustee, without the consent of the holders of  
the Certificates, for any of the purposes set forth under "Description of the   
Agreements--Material Terms of the Pooling and Servicing Agreements and          
Underlying Servicing Agreements--Amendment" in the Prospectus. In addition, the 
Pooling and Servicing Agreement may be amended by the Seller, the Depositor, the
Servicer and the Trustee and the holders of a majority in interest of any class 
of Certificates affected thereby for the purpose of adding any provisions to or 
changing in any manner or eliminating any of the provisions of the Pooling and  
Servicing Agreement or of modifying in any manner the rights of the holders of  
any class of Certificates; provided, however, that no such amendment may (i)    
reduce in any manner the amount of, or delay the timing of, distributions       
required to be made on any class of Certificates without the consent of the     
holders of such Certificates; (ii) adversely affect in any material respect the 
interests of the holders of any class of Certificates in a manner other than as 
described in clause (i) above, without the consent of the holders of such class 
evidencing percentage interests aggregating at least 66 2/3%; or (iii) reduce   
the aforesaid percentage of aggregate outstanding principal amounts of          
Certificates, the holders of which are required to consent to any such          
amendment, without the consent of the holders of all such Certificates.         

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DESCRIPTION OF THE CERTIFICATES 

General                                                                         

       The Certificates will be issued pursuant to the Pooling and Servicing
Agreement. Set forth below are summaries of the specific terms and provisions   
pursuant to which the Offered Certificates will be issued. The following        
summaries do not purport to be complete and are subject to, and are qualified in
their entirety by reference to, the provisions of the Pooling and Servicing     
Agreement. When particular provisions or terms used in the Pooling and Servicing
Agreement are referenced, the actual provisions (including definitions of terms)
are incorporated by reference.                                                  

       The Trust will issue the Class AF-1, Class AV-1, Class AV-2 and Class
AV-3 Certificates (collectively, the "Class A Certificates" or the "Senior      
Certificates"), the Class M-1, Class M-2 and Class M-3 Certificates (together,  
the "Class M Certificates"), the Class B-1, Class B-2 and Class B-3 Certificates
(collectively, the "Offered Class B Certificates"), the Class B-4 Certificates  
(together with the Offered Class B Certificates, the "Class B Certificates"),   
the Class N and Class X Certificates (collectively with the Class M and Class B 
Certificates, the "Subordinated Certificates") and the Class R Certificates (the
"Residual Certificates"). The Senior Certificates, the Subordinated Certificates
and the Residual Certificates are collectively referred to herein as the        
"Certificates." Only the Class A, Class M and Offered Class B Certificates are  
offered hereby (the "Offered Certificates").                                    

        The Offered Certificates will have the respective original Certificate
Principal Balances specified on the cover hereof, subject to a permitted        
variance of plus or minus five percent.                                         

         The Offered Certificates will be issued in book-entry form as described
below. The Offered Certificates will be issued in minimum dollar denominations  
of $25,000 and integral multiples of $1 in excess thereof.                      

       Distributions on the Offered Certificates will be made by the Trustee
on the 25th day of each month, or if such day is not a Business Day, on the     
first Business Day thereafter, commencing in February 2004 (each, a             
"Distribution Date"), to the persons in whose names such Certificates are       
registered at the close of business on the Record Date. With respect to the     
Offered Certificates (other than the Class AF-1 Certificates), the "Record Date"
is the Business Day immediately preceding such Distribution Date; provided,     
however, that if any of such Certificates becomes a Definitive Certificate (as  
defined herein), the Record Date for such Certificate will be the last Business 
Day of the month immediately preceding the month in which the related           
Distribution Date occurs. With respect to the Class AF-1 Certificates, the      
"Record Date" is the last Business Day of the month immediately preceding the   
month in which the related Distribution Date occurs or the Closing Date, in the 
case of the first Distribution Date.                                            

Book-Entry Certificates                                                         

The Offered Certificates will be book-entry Certificates (the 
"Book-Entry Certificates"). Persons acquiring beneficial ownership interests in 
the Offered Certificates ("Certificate Owners") will hold such Certificates     
through DTC in the United States, or Clearstream or Euroclear (in Europe) if    
they are participants of such systems (the "Participants"), or indirectly       
through organizations which are participants in such systems (the "Indirect     
Participants"). The Book-Entry Certificates will be issued in one or more       
certificates which equal the aggregate Certificate Principal Balance of such    
Certificates and will initially be registered in the name of Cede & Co., the    
nominee of DTC. Clearstream and Euroclear will hold omnibus positions on behalf 
of their Participants through customers' securities accounts in Clearstream's   
and Euroclear's names on the books of their respective depositaries which in    
turn will hold such positions in customers' securities accounts in the          
depositaries' names on the books of DTC. Citibank, N.A. will act as depositary  
for Clearstream and JPMorgan Chase Bank will act as depositary for Euroclear (in
such capacities, individually the "Relevant Depositary" and collectively the    
"European Depositaries"). Investors may hold such beneficial interests in the   
Book-Entry Certificates in minimum denominations of $25,000. Except as described
below, no person acquiring a Book-Entry Certificate (each, a "beneficial owner")
will be entitled to receive a physical certificate representing such Certificate
(a "Definitive Certificate"). Unless and until Definitive Certificates are      
issued, it is anticipated that the only "Certificateholder" of the Offered      
Certificates will be Cede & Co., as nominee of DTC. Certificate Owners will not 
be Certificateholders as that term is used in the Pooling and Servicing         
Agreement. Certificate Owners are only permitted to exercise their rights       
indirectly through Participants and DTC.                                        

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      The beneficial owner's ownership of a Book-Entry Certificate will be
recorded on the records of the brokerage firm, bank, thrift institution or other
financial intermediary (each, a "Financial Intermediary") that maintains the    
beneficial owner's account for such purpose. In turn, the Financial             
Intermediary's ownership of such Book-Entry Certificate will be recorded on the 
records of DTC (or of a participating firm that acts as agent for the Financial 
Intermediary, whose interest will in turn be recorded on the records of DTC, if 
the beneficial owner's Financial Intermediary is not a DTC Participant and on   
the records of Clearstream or Euroclear, as appropriate).                       

       Certificate Owners will receive all distributions of principal of and
interest on the Book-Entry Certificates from the Trustee through DTC and DTC    
Participants. While the Book-Entry Certificates are outstanding (except under   
the circumstances described below), under the rules, regulations and procedures 
creating and affecting DTC and its operations (the "Rules"), DTC is required to 
make book-entry transfers among Participants on whose behalf it acts with       
respect to the Book-Entry Certificates and is required to receive and transmit  
distributions of principal of, and interest on, the Book-Entry Certificates.    
Participants and Indirect Participants with whom Certificate Owners have        
accounts with respect to Book-Entry Certificates are similarly required to make 
book-entry transfers and receive and transmit such distributions on behalf of   
their respective Certificate Owners. Accordingly, although Certificate Owners   
will not possess certificates representing their respective interests in the    
Book-Entry Certificates, the Rules provide a mechanism by which Certificate     
Owners will receive distributions and will be able to transfer their interest.  

Certificateholders will not receive or be entitled to receive 
certificates representing their respective interests in the Book-Entry          
Certificates, except under the limited circumstances described below. Unless and
until Definitive Certificates are issued, Certificateholders who are not        
Participants may transfer ownership of Book-Entry Certificates only through     
Participants and Indirect Participants by instructing such Participants and     
Indirect Participants to transfer Book-Entry Certificates, by book-entry        
transfer, through DTC for the account of the purchasers of such Book-Entry      
Certificates, which account is maintained with their respective Participants.   
Under the Rules and in accordance with DTC's normal procedures, transfers of    
ownership of Book-Entry Certificates will be executed through DTC and the       
accounts of the respective Participants at DTC will be debited and credited.    
Similarly, the Participants and Indirect Participants will make debits or       
credits, as the case may be, on their records on behalf of the selling and      
purchasing Certificateholders.                                                  

     Because of time zone differences, credits of securities received in
Clearstream or Euroclear as a result of a transaction with a Participant will be
made during subsequent securities settlement processing and dated the Business  
Day following the DTC settlement date. Such credits or any transactions in such 
securities settled during such processing will be reported to the relevant      
Euroclear or Clearstream Participants on such Business Day. Cash received in    
Clearstream or Euroclear as a result of sales of securities by or through a     
Clearstream Participant or Euroclear Participant to a DTC Participant will be   
received with value on the DTC settlement date but will be available in the     
relevant Clearstream or Euroclear cash account only as of the Business Day      
following settlement in DTC. For information with respect to tax documentation  
procedures relating to the Certificates, see "Federal Income Tax                
Consequences--REMICs--Taxation of Certain Foreign Investors" and "--Backup      
Withholding" in the Prospectus and "Global Clearance, Settlement and Tax        
Documentation Procedures--Certain U.S. Federal Income Tax Documentation         
Requirements" in Annex I to this Prospectus Supplement.                         

         Transfers between Participants will occur in accordance with DTC Rules.
Transfers between Clearstream Participants and Euroclear Participants will occur
in accordance with their respective rules and operating procedures.             

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       Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream    
Participants or Euroclear Participants, on the other, will be effected in       
accordance with DTC rules on behalf of the relevant European international      
clearing system by the Relevant Depositary; however, such cross-market transfers
will require delivery of instructions to the relevant European international    
clearing system by the counterparty in such system in accordance with its rules 
and procedures and within its established deadlines (European time). The        
relevant European international clearing system will, if the transaction meets  
its settlement requirements, deliver instructions to the Relevant Depositary to 
take action to effect final settlement on its behalf by delivering or receiving 
securities in DTC, and making or receiving payment in accordance with normal    
procedures for same day funds settlement applicable to DTC. Clearstream         
Participants and Euroclear Participants may not deliver instructions directly to
the European Depositaries.                                                      

   DTC, which is a New York-chartered limited purpose trust company,
performs services for its Participants, some of which (and/or their             
representatives) own DTC. In accordance with its normal procedures, DTC is      
expected to record the positions held by each DTC Participant in the Book-Entry 
Certificates, whether held for its own account or as a nominee for another      
person. In general, beneficial ownership of Book-Entry Certificates will be     
subject to the Rules, as in effect from time to time.                           

       Clearstream, L-2967 Luxembourg, was incorporated in 1970 as a limited
company under Luxembourg law. Clearstream is owned by banks, securities dealers 
and financial institutions, and currently has about 100 shareholders, including 
U.S. financial institutions or their subsidiaries. No single entity may own more
than five percent of Clearstream's stock.                                       

   Clearstream is registered as a bank in Luxembourg, and as such is
subject to regulation by the Luxembourg Monetary Authority, which supervises    
Luxembourg banks.                                                               

Clearstream holds securities for its customers ("Clearstream  
Participants") and facilitates the clearance and settlement of securities       
transactions by electronic book-entry transfers between their accounts.         
Clearstream provides various services, including safekeeping, administration,   
clearance and settlement of internationally traded securities and securities    
lending and borrowing. Clearstream also deals with domestic securities markets  
in several countries through established depository and custodial relationships.
Clearstream has established an electronic bridge with Euroclear Bank S.A./N.V.  
as the Euroclear Operator in Brussels to facilitate settlement of trades between
systems. Clearstream currently accepts over 70,000 securities issues on its     
books.                                                                          

         Clearstream's customers are world-wide financial institutions including
underwriters, securities brokers and dealers, banks, trust companies and        
clearing corporations. Clearstream's United States customers are limited to     
securities brokers and dealers and banks. Currently, Clearstream has            
approximately 3,000 customers located in over 60 countries, including all major 
European countries, Canada, and the United States. Indirect access to           
Clearstream is available to other institutions which clear through or maintain a
custodial relationship with an account holder of Clearstream.                   

The Euroclear System ("Euroclear") was created in 1968 to hold
securities for its participants ("Euroclear Participants") and to clear and     
settle transactions between Euroclear Participants through simultaneous         
electronic book-entry delivery against payment, thereby eliminating the need for
physical movement of certificates and any risk from lack of simultaneous        
transfers of securities and cash. Transactions may be settled in a variety of   
currencies, including United States dollars. Euroclear provides various other   
services, including securities lending and borrowing and interfaces with        
domestic markets in several countries generally similar to the arrangements for 
cross-market transfers with DTC described above. Euroclear is operated by       
Euroclear Bank S.A./N.V. (the "Euroclear Operator"). All operations are         
conducted by the Euroclear Operator, and all Euroclear securities clearance     
accounts and Euroclear cash accounts are accounts with the Euroclear Operator.  
Euroclear plc establishes policy for Euroclear on behalf of Euroclear           
Participants. Euroclear Participants include banks (including central banks),   
securities brokers and dealers and other professional financial intermediaries. 
Indirect access to Euroclear is also available to other firms that clear through
or maintain a custodial relationship with a Euroclear Participant, either       
directly or indirectly.                                                         

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    Securities clearance accounts and cash accounts with the Euroclear
Operator are governed by the Terms and Conditions Governing Use of Euroclear and
the related Operating Procedures of the Euroclear System and applicable Belgian 
law (collectively, the "Terms and Conditions"). The Terms and Conditions govern 
transfers of securities and cash within Euroclear, withdrawals of securities and
cash from Euroclear, and receipts of payments with respect to securities in     
Euroclear. All securities in Euroclear are held on a fungible basis without     
attribution of specific certificates to specific securities clearance accounts. 
The Euroclear Operator acts under the Terms and Conditions only on behalf of    
Euroclear Participants, and has no record of or relationship with persons       
holding through Euroclear Participants.                                         

   Distributions on the Book-Entry Certificates will be made on each
Distribution Date by the Trustee to Cede & Co., as nominee of DTC. DTC will be  
responsible for crediting the amount of such payments to the accounts of the    
applicable DTC Participants in accordance with DTC's normal procedures. Each DTC
Participant will be responsible for disbursing such payments to the beneficial  
owners of the Book-Entry Certificates that it represents and to each Financial  
Intermediary for which it acts as agent. Each such Financial Intermediary will  
be responsible for disbursing funds to the beneficial owners of the Book-Entry  
Certificates that it represents.                                                

Under a book-entry format, beneficial owners of the Book-Entry
Certificates may experience some delay in their receipt of payments, since such 
payments will be forwarded by the Trustee to Cede & Co. Distributions with      
respect to Certificates held through Clearstream or Euroclear will be credited  
to the cash accounts of Clearstream Participants or Euroclear Participants in   
accordance with the relevant system's rules and procedures, to the extent       
received by the Relevant Depositary. Such distributions will be subject to tax  
reporting in accordance with relevant United States tax laws and regulations.   
See "Federal Income Tax Consequences--REMICs--Taxation of Certain Foreign       
Investors" and "--Backup Withholding" in the Prospectus. Because DTC can only   
act on behalf of DTC Participants, the ability of a beneficial owner to pledge  
Book-Entry Certificates to persons or entities that do not participate in the   
book-entry system, or otherwise take actions in respect of such Book-Entry      
Certificates, may be limited due to the lack of physical certificates for such  
Book-Entry Certificates. In addition, issuance of the Book-Entry Certificates in
book-entry form may reduce the liquidity of such Certificates in the secondary  
market since certain potential investors may be unwilling to purchase           
Certificates for which they cannot obtain physical certificates.                

         Monthly and annual reports on the Trust Fund will be provided to Cede &
Co., as nominee of DTC, and may be made available by Cede & Co. to beneficial   
owners upon request, in accordance with the rules, regulations and procedures   
creating and affecting the DTC Participants to whose DTC accounts the Book-Entry
Certificates of such beneficial owners are credited.                            

DTC has advised the Trustee that, unless and until Definitive 
Certificates are issued, DTC will take any action the holders of the Book-Entry 
Certificates are permitted to take under the Pooling and Servicing Agreement    
only at the direction of one or more Financial Intermediaries to whose DTC      
accounts the Book-Entry Certificates are credited, to the extent that such      
actions are taken on behalf of Financial Intermediaries whose holdings include  
such Book-Entry Certificates. Clearstream or the Euroclear Operator, as the case
may be, will take any other action permitted to be taken by a Certificateholder 
under the Agreement on behalf of a Clearstream Participant or Euroclear         
Participant only in accordance with its relevant rules and procedures and       
subject to the ability of the Relevant Depositary to effect such actions on its 
behalf through DTC. DTC may take actions, at the direction of the related       
Participants, with respect to some Book-Entry Certificates which conflict with  
actions taken with respect to other Book-Entry Certificates.                    

    Definitive Certificates will be issued to beneficial owners of the
Book-Entry Certificates, or their nominees, rather than to DTC, only if (a) DTC 
or the Depositor advises the Trustee in writing that DTC is no longer willing,  
qualified or able to discharge properly its responsibilities as nominee and     
depository with respect to the Book-Entry Certificates and the Depositor or the 
Trustee is unable to locate a qualified successor, (b) the Depositor, at its    
sole option, with the consent of the Trustee, elects to terminate a book-entry  
system through DTC or (c) after the occurrence of an event of servicing         
termination, beneficial owners having percentage interests aggregating not less 
than 51% of the Book-Entry Certificates advise the Trustee and DTC through the  
Financial Intermediaries and the DTC Participants in writing that the           
continuation of a book-entry system through DTC (or a successor thereto) is no  
longer in the best interests of beneficial owners.                              

       Upon the occurrence of any of the events described in the immediately
preceding paragraph, the Trustee will be required to notify all beneficial      
owners of the occurrence of such event and the availability through DTC of      
Definitive Certificates. Upon surrender by DTC of the global certificate or     
certificates representing the Book-Entry Certificates and instructions for      
re-registration, the Trustee will issue Definitive Certificates, and thereafter 
the Trustee will recognize the holders of such Definitive Certificates as       
Certificateholders under the Agreement.                                         

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      Although DTC, Clearstream and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of Book-Entry Certificates among    
participants of DTC, Clearstream and Euroclear, they are under no obligation to 
perform or continue to perform such procedures and such procedures may be       
discontinued at any time.                                                       

  None of the Depositor, the Servicer or the Trustee will have any
responsibility for any aspect of the records relating to or payments made on    
account of beneficial ownership interests of the Book-Entry Certificates held by
Cede & Co., as nominee for DTC, or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.                        

Allocation of Available Funds                                                   

        Distributions to holders of each class of Certificates will be made on
each Distribution Date from Available Funds. "Available Funds" will be equal to 
the sum of the following amounts with respect to the Mortgage Loans, net of     
amounts reimbursable or payable to the Servicer, including the Servicing Fee and
any accrued and unpaid Servicing Fee: (i) the aggregate amount of Monthly       
Payments on the Mortgage Loans due during the related Collection Period and     
received by the Servicer on or prior to the related Determination Date, (ii)    
certain unscheduled payments in respect of the Mortgage Loans, including        
prepayments (but excluding any prepayment penalties collected), insurance       
proceeds, condemnation proceeds, Recoveries and liquidation proceeds net of     
certain expenses received during the related Prepayment Period, (iii) payments  
from the Servicer in connection with Advances and Compensating Interest for such
Distribution Date, (iv) the Purchase Price for any repurchased Mortgage Loan    
deposited to the Collection Account during the related Prepayment Period, (v)   
any Substitution Adjustments deposited in the Collection Account during the     
related Prepayment Period, (vi) any Reimbursement Amount deposited to the       
Collection Account during the related Prepayment Period and (vii) on the        
Distribution Date on which the Trust is to be terminated in accordance with the 
Pooling and Servicing Agreement, the Termination Price.                         

         The "Collection Period" with respect to any Distribution Date means the
period from the second day of the calendar month preceding the month in which   
such Distribution Date occurs through the first day of the month in which such  
Distribution Date occurs.                                                       

         The "Prepayment Period" with respect to any Distribution Date means the
calendar month preceding the                                                    
month in which such Distribution Date occurs.                                   
Interest Distributions                                                          

         On each Distribution Date, based upon the information provided to it in
the Remittance Report, the Trustee will distribute the Interest Remittance      
Amount in the following order of priority to the extent available:              

first, to the Trustee, the Trustee Fee;                       

second, concurrently, as follows:                             

                 (A) from the Group I Interest Remittance Amount, to the Class
AF-1 Certificates, the applicable Accrued Certificate Interest for such         
Distribution Date; and                                                          

                  (B) from the Group II Interest Remittance Amount, to the Class
AV-1, Class AV-2 and Class AV-3 Certificates, pro rata, the applicable Accrued  
Certificate Interest for such Distribution Date;                                

third, concurrently, as follows:                              

                 (A) from the Group I Interest Remittance Amount, to the Class
AF-1 Certificates, the applicable Interest Carry Forward Amount for such        
Distribution Date; and                                                          

                  (B) from the Group II Interest Remittance Amount, to the Class
AV-1, Class AV-2 and Class AV-3 Certificates, pro rata, the applicable Interest 
Carry Forward Amount for such Distribution Date;                                

fourth, concurrently, as follows:                             

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                 (A) from the Group I Interest Remittance Amount, to the Class
AV-1, Class AV-2 and Class AV-3 Certificates, pro rata, any unpaid Accrued      
Certificate Interest and Interest Carry Forward Amount for each such Class for  
such Distribution Date; and                                                     

                  (B) from the Group II Interest Remittance Amount, to the Class
AF-1 Certificates, any unpaid Accrued Certificate Interest and Interest Carry   
Forward Amount for such Distribution Date;                                      

        fifth, to the Class M-1 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;                                             

        sixth, to the Class M-2 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;                                             

 seventh, to the Class M-3 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date;                                    

         eighth, to the Class B-1 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;                                             

        ninth, to the Class B-2 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;                                             

        tenth, to the Class B-3 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;                                             

  eleventh, to the Class B-4 Certificates, the Accrued Certificate
Interest thereon for such Distribution Date; and                                

twelfth, the amount, if any, of the Interest Remittance Amount
remaining after application with respect to the priorities set forth above which
is defined below as the "Monthly Excess Interest Amount" for such Distribution  
Date will be applied as described below under "--Application of Monthly Excess  
Cashflow Amounts."                                                              

       "Accrued Certificate Interest" for each Class of Offered Certificates
and the Class B-4 Certificates and each Distribution Date means an amount equal 
to the interest accrued during the related Interest Accrual Period on the       
Certificate Principal Balance of such class of Certificates, minus each class's 
Interest Percentage of shortfalls caused by the Relief Act or similar state laws
for such Distribution Date.                                                     

    "Group I Interest Remittance Amount" means, as of any Distribution
Date, the sum, without duplication, of (i) all interest received by the Servicer
on or prior to the related Determination Date for such Distribution Date or     
advanced with respect to Monthly Payments due during the related Collection     
Period on the Group I Mortgage Loans (less the Servicing Fee, certain amounts   
available for reimbursement of Advances and Servicing Advances as described     
above under "The Pooling and Servicing Agreement--Advances" and certain other   
reimbursable expenses pursuant to the Pooling and Servicing Agreement), (ii) the
portion of any full or partial principal prepayment related to interest with    
respect to a Group I Mortgage Loan received during the related Prepayment       
Period, (iii) all Compensating Interest paid by the Servicer on the related     
Determination Date with respect to the Group I Mortgage Loans, (iv) the portion 
of any payment in connection with any Purchase Price, substitution, Recoveries, 
liquidation proceeds (net of certain expenses), insurance proceeds or           
condemnation proceeds relating to interest with respect to the Group I Mortgage 
Loans received during the related Prepayment Period, (v) with respect to the    
related Distribution Date on which the Trust is to be terminated in accordance  
with the Pooling and Servicing Agreement, that portion of the Termination Price 
with respect to the Group I Mortgage Loans in respect of interest and (vi) the  
portion of any Reimbursement Amount related to the Group I Mortgage Loans       
received during the related Prepayment Period.                                  

     "Group II Interest Remittance Amount" means, as of any Distribution
Date, the sum, without duplication, of (i) all interest received by the Servicer
on or prior to the related Determination Date for such Distribution Date or     
advanced with respect to Monthly Payments due during the related Collection     
Period on the Group II Mortgage Loans (less the Servicing Fee, certain amounts  
available for reimbursement of Advances and Servicing Advances as described     
above under "The Pooling and Servicing Agreement--Advances" and certain other   
reimbursable expenses pursuant to the Pooling and Servicing Agreement), (ii) the
portion of any full or partial principal prepayment related to interest with    
respect to a Group II Mortgage Loan received during the related Prepayment      
Period, (iii) all Compensating Interest paid by the Servicer on the related     
Determination Date with respect to the Group II Mortgage Loans, (iv) the portion
of any payment in connection with any Purchase Price, substitution, Recoveries, 
liquidation proceeds (net of certain expenses), insurance proceeds or           
condemnation proceeds relating to interest with respect to the Group II Mortgage
Loans received during the related Prepayment Period, (v) with respect to the    
related Distribution Date on which the Trust is to be terminated in accordance  
with the Pooling and Servicing Agreement, that portion of the Termination Price 
with respect to the Group II Mortgage Loans in respect of interest and (vi) the 
portion of any Reimbursement Amount related to the Group II Mortgage Loans      
received during the related Prepayment Period.                                  

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        The "Interest Accrual Period" for any Distribution Date and each class
of Offered Certificates (other than the Class AF-1 Certificates) and the Class  
B-4 Certificates will be the period from and including the preceding            
Distribution Date, or in the case of the first Distribution Date, from the      
Closing Date, through and including the day prior to the current Distribution   
Date, and calculations of interest will be made on the basis of the actual      
number of days in the Interest Accrual Period and on a 360-day year. With       
respect to the Class AF-1 Certificates, the "Interest Accrual Period" for any   
Distribution Date will be the period from and including the first day of the    
immediately preceding month, to and including the last day of such month. All   
calculations of interest for the Class AF-1 Certificates will be made on the    
basis of a 360-day year assumed to consist of twelve 30-day months.             

    The "Interest Carry Forward Amount" means for any class of Offered
Certificates and the Class B-4 Certificates and any Distribution Date the sum of
(a) the excess, if any, of the Accrued Certificate Interest and any Interest    
Carry Forward Amount for each class for the prior Distribution Date, over the   
amount in respect of interest actually distributed on each class on such prior  
Distribution Date and (b) interest on such excess at the applicable Pass-Through
Rate (i) with respect to the Offered Certificates (other than the Class AF-1    
Certificates) and the Class B-4 Certificates on the basis of the actual number  
of days elapsed since the prior Distribution Date and a 360-day year and (ii)   
with respect to the Class AF-1 Certificates, on the basis of a 360-day year     
consisting of twelve 30-day months.                                             

    The "Interest Percentage" is, with respect to any class of Offered
Certificates and the Class B-4 Certificates and any Distribution Date, the ratio
(expressed as a decimal carried to six places) of the Accrued Certificate       
Interest for such class to the Accrued Certificate Interest for all classes of  
Certificates, in each case with respect to such Distribution Date and without   
regard to shortfalls caused by the Relief Act or similar state laws.            

      The "Interest Remittance Amount" means, as of any Distribution Date,
the sum of the Group I Interest Remittance Amount and the Group II Interest     
Remittance Amount.                                                              

Principal Distributions                                                         

        With respect to each Distribution Date (a) before the Stepdown Date or
(b) as to which a Trigger Event is in effect, the Principal Distribution Amount 
will be allocated among and distributed in reduction of the Certificate         
Principal Balances of the Certificates in the following order of priority:      

first, concurrently, as follows:                              

              (A) the Group I Principal Distribution Amount to the Class
        AF-1 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero; and                                     

                 (B) the Group II Principal Distribution Amount, concurrently,
pro rata, as follows:                                         

                   (i) to the Class AV-1 Certificates, until the
             Certificate Principal Balance thereof has been reduced to
zero; and                                   

                         (ii) sequentially, to the Class AV-2 and Class AV-3
                Certificates, in that order, until the Certificate Principal
Balances thereof have been reduced to zero; 

second, concurrently, as follows:                             

                 (A) the Group I Principal Distribution Amount remaining after
       distributions pursuant to priority first (A) above, concurrently, pro
rata, as follows:                                             

                   (i) to the Class AV-1 Certificates, until the
             Certificate Principal Balance thereof has been reduced to
zero; and                                   

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                         (ii) sequentially, to the Class AV-2 and Class AV-3
                Certificates, in that order, until the Certificate Principal
   Balances thereof have been reduced to zero; and

                  (B) the Group II Principal Distribution Amount remaining after
       distributions pursuant to priority first (B) above, to the Class AF-1
        Certificates, until the Certificate Principal Balance thereof has been
reduced to zero;                                              

       third, to the Class M-1 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero;                                       

        fourth, to the Class M-2 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero;                                       

       fifth, to the Class M-3 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero;                                       

       sixth, to the Class B-1 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero;                                       

         seventh, to the Class B-2 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero;                                       

        eighth, to the Class B-3 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero;                                       

       ninth, to the Class B-4 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; and                                   

        tenth, any remaining Principal Distribution Amount will be distributed
as part of the Monthly Excess Cashflow Amount as described below under          
"--Application of Monthly Excess Cashflow Amounts."                             

     With respect to each Distribution Date (a) on or after the Stepdown
Date and (b) as long as a Trigger Event is not in effect, the Principal         
Distribution Amount will be allocated among and distributed in reduction of the 
Certificate Principal Balances of the Certificates in the following order of    
priority:                                                                       

first, concurrently, as follows:                              

              (A) the Group I Principal Distribution Amount to the Class
        AF-1 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero; and                                     

                 (B) the Group II Principal Distribution Amount, concurrently,
pro rata, as follows:                                         

                   (i) to the Class AV-1 Certificates, until the
             Certificate Principal Balance thereof has been reduced to
zero; and                                   

                         (ii) sequentially, to the Class AV-2 and Class AV-3
                Certificates, in that order, until the Certificate Principal
Balances thereof have been reduced to zero; 

second, concurrently, as follows:                             

                 (A) the Group I Principal Distribution Amount remaining after
       distributions pursuant to priority first (A) above, concurrently, pro
rata, as follows:                                             

                   (i) to the Class AV-1 Certificates, until the
             Certificate Principal Balance thereof has been reduced to
zero; and                                   

                         (ii) sequentially, to the Class AV-2 and Class AV-3
                Certificates, in that order, until the Certificate Principal
Balances thereof have been reduced to zero; 

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                  (B) the Group II Principal Distribution Amount remaining after
      distributions pursuant to priority first (B) above to the Class AF-1
        Certificates, until the Certificate Principal Balance thereof has been
reduced to zero;                                              

       third, the lesser of (x) the excess of (i) the Principal Distribution
Amount over (ii) the amount distributed to the Class A Certificates pursuant to 
priorities first and second above and (y) the Class M-1 Principal Distribution  
Amount will be distributed to the Class M-1 Certificates, until the Certificate 
Principal Balance thereof has been reduced to zero;                             

        fourth, the lesser of (x) the excess of (i) the Principal Distribution
Amount over (ii) the sum of the amount distributed to the Class A Certificates  
pursuant to priorities first and second above and the amount distributed to the 
Class M-1 Certificates pursuant to priority third above and (y) the Class M-2   
Principal Distribution Amount will be distributed to the Class M-2 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;       

       fifth, the lesser of (x) the excess of (i) the Principal Distribution
Amount over (ii) the sum of the amount distributed to the Class A Certificates  
pursuant to priorities first and second above, the amount distributed to the    
Class M-1 Certificates pursuant to priority third above and the amount          
distributed to the Class M-2 Certificates pursuant to priority fourth above and 
(y) the Class M-3 Principal Distribution Amount will be distributed to the Class
M-3 Certificates, until the Certificate Principal Balance thereof has been      
reduced to zero;                                                                

       sixth, the lesser of (x) the excess of (i) the Principal Distribution
Amount over (ii) the sum of the amount distributed to the Class A Certificates  
pursuant to priorities first and second above, the amount distributed to the    
Class M-1 Certificates pursuant to priority third above, the amount distributed 
to the Class M-2 Certificates pursuant to priority fourth above and the amount  
distributed to the Class M-3 Certificates pursuant to priority fifth above and  
(y) the Class B-1 Principal Distribution Amount will be distributed to the Class
B-1 Certificates, until the Certificate Principal Balance thereof has been      
reduced to zero;                                                                

         seventh, the lesser of (x) the excess of (i) the Principal Distribution
Amount over (ii) the sum of the amount distributed to the Class A Certificates  
pursuant to priorities first and second above, the amount distributed to the    
Class M-1 Certificates pursuant to priority third above, the amount distributed 
to the Class M-2 Certificates pursuant to priority fourth above, the amount     
distributed to the Class M-3 Certificates pursuant to priority fifth above and  
the amount distributed to the Class B-1 Certificates pursuant to priority sixth 
above and (y) the Class B-2 Principal Distribution Amount will be distributed to
the Class B-2 Certificates, until the Certificate Principal Balance thereof has 
been reduced to zero;                                                           

        eighth, the lesser of (x) the excess of (i) the Principal Distribution
Amount over (ii) the sum of the amount distributed to the Class A Certificates  
pursuant to priorities first and second above, the amount distributed to the    
Class M-1 Certificates pursuant to priority third above, the amount distributed 
to the Class M-2 Certificates pursuant to priority fourth above, the amount     
distributed to the Class M-3 Certificates pursuant to priority fifth above, the 
amount distributed to the Class B-1 Certificates pursuant to priority sixth     
above and the amount distributed to the Class B-2 Certificates pursuant to      
priority seventh above and (y) the Class B-3 Principal Distribution Amount will 
be distributed to the Class B-3 Certificates, until the Certificate Principal   
Balance thereof has been reduced to zero;                                       

       ninth, the lesser of (x) the excess of (i) the Principal Distribution
Amount over (ii) the sum of the amount distributed to the Class A Certificates  
pursuant to priorities first and second above, the amount distributed to the    
Class M-1 Certificates pursuant to priority third above, the amount distributed 
to the Class M-2 Certificates pursuant to priority fourth above, the amount     
distributed to the Class M-3 Certificates pursuant to priority fifth above, the 
amount distributed to the Class B-1 Certificates pursuant to priority sixth     
above, the amount distributed to the Class B-2 Certificates pursuant to priority
seventh above and the amount distributed to the Class B-3 Certificates pursuant 
to priority eighth above and (y) the Class B-4 Principal Distribution Amount    
will be distributed to the Class B-4 Certificates, until the Certificate        
Principal Balance thereof has been reduced to zero; and                         

        tenth, any amount of the Principal Distribution Amount remaining after
making all of the distributions pursuant to priorities first, second, third,    
fourth, fifth, sixth, seventh, eighth and ninth above will be included as part  
of the Monthly Excess Cashflow Amount and will be applied as described below    
under "--Application of Monthly Excess Cashflow Amounts."                       

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  For purposes of the foregoing, the following terms will have the
respective meanings set forth below.                                            

  The "Certificate Principal Balance" with respect to any class of
Certificates (other than the Class X, Class N and Residual Certificates which   
have no Certificate Principal Balance) and any Distribution Date, will equal the
principal balance of such class on the date of the initial issuance of the      
Certificates as reduced, but not below zero, by:                                

         o        all amounts distributed on previous Distribution Dates on such
class on account of principal; and          

        o        any Applied Realized Loss Amounts allocated to such class for
previous Distribution Dates.                

       "Class A Principal Distribution Amount" means, as of any Distribution
Date (i) before the Stepdown Date or as to which a Trigger Event is in effect,  
the Principal Distribution Amount and (ii) on or after the Stepdown Date and as 
long as a Trigger Event is not in effect, the excess of (x) the sum of the      
Certificate Principal Balances of the Class A Certificates immediately prior to 
such Distribution Date over (y) the lesser of (A) the product of (i)            
approximately 62.00% and (ii) the Pool Balance as of the last day of the related
Collection Period and (B) the Pool Balance as of the last day of the related    
Collection Period minus the product of (i) 0.50% and (ii) the Pool Balance on   
the Cut-off Date.                                                               

         "Class M-1 Principal Distribution Amount" means, as of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Certificate Principal   
Balances of the Class A Certificates (after taking into account the payment of  
the Class A Principal Distribution Amount on such Distribution Date) and (ii)   
the Certificate Principal Balance of the Class M-1 Certificates immediately     
prior to such Distribution Date over (y) the lesser of (A) the product of (i)   
approximately 73.50% and (ii) the Pool Balance as of the last day of the related
Collection Period and (B) the Pool Balance as of the last day of the related    
Collection Period minus the product of (i) 0.50% and (ii) the Pool Balance on   
the Cut-off Date.                                                               

         "Class M-2 Principal Distribution Amount" means, as of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Certificate Principal   
Balances of the Class A Certificates (after taking into account the payment of  
the Class A Principal Distribution Amount on such Distribution Date), (ii) the  
Certificate Principal Balance of the Class M-1 Certificates (after taking into  
account the payment of the Class M-1 Principal Distribution Amount on such      
Distribution Date) and (iii) the Certificate Principal Balance of the Class M-2 
Certificates immediately prior to such Distribution Date over (y) the lesser of 
(A) the product of (i) approximately 83.50% and (ii) the Pool Balance as of the 
last day of the related Collection Period and (B) the Pool Balance as of the    
last day of the related Collection Period minus the product of (i) 0.50% and    
(ii) the Pool Balance on the Cut-off Date.                                      

         "Class M-3 Principal Distribution Amount" means, as of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Certificate Principal   
Balances of the Class A Certificates (after taking into account the payment of  
the Class A Principal Distribution Amount on such Distribution Date), (ii) the  
Certificate Principal Balance of the Class M-1 Certificates (after taking into  
account the payment of the Class M-1 Principal Distribution Amount on such      
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2    
Certificates (after taking into account the payment of the Class M-2 Principal  
Distribution Amount on such Distribution Date) and (iv) the Certificate         
Principal Balance of the Class M-3 Certificates immediately prior to such       
Distribution Date over (y) the lesser of (A) the product of (i) approximately   
86.50% and (ii) the Pool Balance as of the last day of the related Collection   
Period and (B) the Pool Balance as of the last day of the related Collection    
Period minus the product of (i) 0.50% and (ii) the Pool Balance on the Cut-off  
Date.                                                                           

         "Class B-1 Principal Distribution Amount" means, as of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Certificate Principal   
Balances of the Class A Certificates (after taking into account the payment of  
the Class A Principal Distribution Amount on such Distribution Date), (ii) the  
Certificate Principal Balance of the Class M-1 Certificates (after taking into  
account the payment of the Class M-1 Principal Distribution Amount on such      
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2    
Certificates (after taking into account the payment of the Class M-2 Principal  
Distribution Amount on such Distribution Date), (iv) the Certificate Principal  
Balance of the Class M-3 Certificates (after taking into account the payment of 
the Class M-3 Principal Distribution Amount on such Distribution Date) and (v)  
the Certificate Principal Balance of the Class B-1 Certificates immediately     
prior to such Distribution Date over (y) the lesser of (A) the product of (i)   
approximately 89.00% and (ii) the Pool Balance as of the last day of the related
Collection Period and (B) the Pool Balance as of the last day of the related    
Collection Period minus the product of (i) 0.50% and (ii) the Pool Balance on   
the Cut-off Date.                                                               

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         "Class B-2 Principal Distribution Amount" means, as of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Certificate Principal   
Balances of the Class A Certificates (after taking into account the payment of  
the Class A Principal Distribution Amount on such Distribution Date), (ii) the  
Certificate Principal Balance of the Class M-1 Certificates (after taking into  
account the payment of the Class M-1 Principal Distribution Amount on such      
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2    
Certificates (after taking into account the payment of the Class M-2 Principal  
Distribution Amount on such Distribution Date), (iv) the Certificate Principal  
Balance of the Class M-3 Certificates (after taking into account the payment of 
the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the 
Certificate Principal Balance of the Class B-1 Certificates (after taking into  
account the payment of the Class B-1 Principal Distribution Amount on such      
Distribution Date) and (vi) the Certificate Principal Balance of the Class B-2  
Certificates immediately prior to such Distribution Date over (y) the lesser of 
(A) the product of (i) approximately 91.50% and (ii) the Pool Balance as of the 
last day of the related Collection Period and (B) the Pool Balance as of the    
last day of the related Collection Period minus the product of (i) 0.50% and    
(ii) the Pool Balance on the Cut-off Date.                                      

         "Class B-3 Principal Distribution Amount" means, as of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Certificate Principal   
Balances of the Class A Certificates (after taking into account the payment of  
the Class A Principal Distribution Amount on such Distribution Date), (ii) the  
Certificate Principal Balance of the Class M-1 Certificates (after taking into  
account the payment of the Class M-1 Principal Distribution Amount on such      
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2    
Certificates (after taking into account the payment of the Class M-2 Principal  
Distribution Amount on such Distribution Date), (iv) the Certificate Principal  
Balance of the Class M-3 Certificates (after taking into account the payment of 
the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the 
Certificate Principal Balance of the Class B-1 Certificates (after taking into  
account the payment of the Class B-1 Principal Distribution Amount on such      
Distribution Date), (vi) the Certificate Principal Balance of the Class B-2     
Certificates (after taking into account the payment of the Class B-2 Principal  
Distribution Amount on such Distribution Date) and (vii) the Certificate        
Principal Balance of the Class B-3 Certificates immediately prior to such       
Distribution Date over (y) the lesser of (A) the product of (i) approximately   
94.00% and (ii) the Pool Balance as of the last day of the related Collection   
Period and (B) the Pool Balance as of the last day of the related Collection    
Period minus the product of (i) 0.50% and (ii) the Pool Balance on the Cut-off  
Date.                                                                           

         "Class B-4 Principal Distribution Amount" means, as of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in     
effect, the excess of (x) the sum of (i) the sum of the Certificate Principal   
Balances of the Class A Certificates (after taking into account the payment of  
the Class A Principal Distribution Amount on such Distribution Date), (ii) the  
Certificate Principal Balance of the Class M-1 Certificates (after taking into  
account the payment of the Class M-1 Principal Distribution Amount on such      
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2    
Certificates (after taking into account the payment of the Class M-2 Principal  
Distribution Amount on such Distribution Date), (iv) the Certificate Principal  
Balance of the Class M-3 Certificates (after taking into account the payment of 
the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the 
Certificate Principal Balance of the Class B-1 Certificates (after taking into  
account the payment of the Class B-1 Principal Distribution Amount on such      
Distribution Date), (vi) the Certificate Principal Balance of the Class B-2     
Certificates (after taking into account the payment of the Class B-2 Principal  
Distribution Amount on such Distribution Date), (vii) the Certificate Principal 
Balance of the Class B-3 Certificates (after taking into account the payment of 
the Class B-3 Principal Distribution Amount on such Distribution Date) and      
(viii) the Certificate Principal Balance of the Class B-4 Certificates          
immediately prior to such Distribution Date over (y) the lesser of (A) the      
product of (i) approximately 98.00% and (ii) the Pool Balance as of the last day
of the related Collection Period and (B) the Pool Balance as of the last day of 
the related Collection Period minus the product of (i) 0.50% and (ii) the Pool  
Balance on the Cut-off Date.                                                    

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     "Extra Principal Distribution Amount" means, as of any Distribution
Date, the lesser of (x) the Monthly Excess Interest Amount for such Distribution
Date and (y) the Overcollateralization Deficiency for such Distribution Date.   

         "Group I Principal Allocation Percentage" means, as of any Distribution
Date, the fraction expressed as a percentage, the numerator of which is the     
Principal Remittance Amount allocable to the Group I Mortgage Loans for such    
Distribution Date and the denominator of which is equal to the Principal        
Remittance Amount for such Distribution Date.                                   

       "Group I Principal Distribution Amount" means, as of any Distribution
Date, the product of the Group I Principal Allocation Percentage and the Class A
Principal Distribution Amount.                                                  

"Group II Principal Allocation Percentage" means, as of any   
Distribution Date, the fraction expressed as a percentage, the numerator of     
which is the Principal Remittance Amount allocable to the Group II Mortgage     
Loans for such Distribution Date and the denominator of which is equal to the   
Principal Remittance Amount for such Distribution Date.                         

        "Group II Principal Distribution Amount" means, as of any Distribution
Date, the product of the Group II Principal Allocation Percentage and the Class 
A Principal Distribution Amount.                                                

       "Overcollateralization Amount" means, as of any Distribution Date the
excess, if any, of (x) the Pool Balance as of the last day of the related       
Collection Period over (y) the aggregate Certificate Principal Balance of all   
classes of Certificates (after taking into account all distributions of         
principal on such Distribution Date).                                           

        "Overcollateralization Deficiency" means, as of any Distribution Date,
the excess, if any, of (x) the Targeted Overcollateralization Amount for such   
Distribution Date over (y) the Overcollateralization Amount for such            
Distribution Date, calculated for this purpose after taking into account the    
reduction on such Distribution Date of the Certificate Principal Balances of all
classes of Certificates resulting from the distribution of the Principal        
Distribution Amount (but not the Extra Principal Distribution Amount) on such   
Distribution Date, but prior to taking into account any Applied Realized Loss   
Amounts on such Distribution Date.                                              

   "Overcollateralization Release Amount" means, with respect to any
Distribution Date on or after the Stepdown Date on which a Trigger Event is not 
in effect, the lesser of (x) the Principal Remittance Amount for such           
Distribution Date and (y) the excess, if any, of (i) the Overcollateralization  
Amount for such Distribution Date, assuming that 100% of the Principal          
Remittance Amount is applied as a principal payment on the Certificates on such 
Distribution Date, over (ii) the Targeted Overcollateralization Amount for such 
Distribution Date. With respect to any Distribution Date on which a Trigger     
Event is in effect, the Overcollateralization Release Amount will be zero.      

         "Principal Distribution Amount" means, as of any Distribution Date, the
sum of (i) the Principal Remittance Amount (minus the Overcollateralization     
Release Amount, if any) and (ii) the Extra Principal Distribution Amount, if    
any.                                                                            

       "Principal Remittance Amount" means, with respect to any Distribution
Date, to the extent of funds available therefor as described herein, the amount 
equal to the sum (less certain amounts available for reimbursement of Advances  
and Servicing Advances as described above under "The Pooling and Servicing      
Agreement--Advances" and certain other reimbursable expenses pursuant to the    
Pooling and Servicing Agreement) of the following amounts (without duplication) 
with respect to the Mortgage Loans and the immediately preceding Collection     
Period: (i) each payment of principal on a Mortgage Loan due during such        
Collection Period and received by the Servicer on or prior to the related       
Determination Date, including any Advances with respect thereto, (ii) all full  
and partial principal prepayments received by the Servicer during the related   
Prepayment Period, (iii) the insurance proceeds, Recoveries and liquidation     
proceeds (net of certain expenses) allocable to principal actually collected by 
the Servicer during the related Prepayment Period, (iv) the portion of the      
Purchase Price allocable to principal of all repurchased Defective Mortgage     
Loans with respect to such Prepayment Period, (v) any Substitution Adjustments  
allocable to principal received during the related Prepayment Period, and (vi)  
on the Distribution Date on which the Trust is to be terminated in accordance   
with the Pooling and Servicing Agreement, that portion of the Termination Price 
in respect of principal.                                                        

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  "Senior Enhancement Percentage" for any Distribution Date is the
percentage obtained by dividing (x) the sum of (i) the aggregate Certificate    
Principal Balance of the Class M and Class B Certificates and (ii) the          
Overcollateralization Amount, in each case before taking into account the       
distribution of the Principal Distribution Amount on such Distribution Date by  
(y) the Pool Balance as of the last day of the related Collection Period.       

        "Senior Specified Enhancement Percentage" on any date of determination
thereof means approximately 38%.                                                

    "60+ Day Delinquent Loan" means each Mortgage Loan with respect to
which any portion of a Monthly Payment is, as of the last day of the prior      
Collection Period, two months or more past due, each Mortgage Loan in           
foreclosure, all REO Property and each Mortgage Loan for which the mortgagor has
filed for bankruptcy after the Closing Date.                                    

         "Stepdown Date" means the later to occur of (x) the earlier to occur of
(A) the Distribution Date in February 2007 and (B) the Distribution Date on     
which the aggregate Certificate Principal Balance of the Class A Certificates is
reduced to zero, and (y) the first Distribution Date on which the Senior        
Enhancement Percentage is greater than or equal to the Senior Specified         
Enhancement Percentage.                                                         

       "Targeted Overcollateralization Amount" means, as of any Distribution
Date, (x) prior to the Stepdown Date, approximately 1.00% of the Pool Balance on
the Cut-off Date and (y) on and after the Stepdown Date, (i) if a Trigger Event 
has not occurred, the lesser of (a) approximately 1.00% of the Pool Balance on  
the Cut-off Date and (b) the greater of (A) 2.00% of the Pool Balance as of the 
last day of the related Collection Period and (B) 0.50% of the Pool Balance on  
the Cut-off Date and (ii) if a Trigger Event has occurred, the Targeted         
Overcollateralization Amount for the immediately preceding Distribution Date.   

  A "Trigger Event" has occurred on a Distribution Date if (i) the
six-month rolling average of 60+ Day Delinquent Loans equals or exceeds 40% of  
the Senior Enhancement Percentage or (ii) the aggregate amount of Realized      
Losses incurred since the Cut-off Date through the last day of the related      
Collection Period divided by the initial Pool Balance exceeds the applicable    
percentages set forth below with respect to such Distribution Date:             

    Distribution Date Occurring In                        Percentage
    ------------------------------                        ----------

 February 2007 through January 2008                      2.50%
 February 2008 through January 2009                      4.00%
 February 2009 through January 2010                      5.20%
 February 2010 and thereafter                            5.50%

Allocation of Losses                                                            

A "Realized Loss" is:                                         

   O        as to any Liquidated Mortgage Loan, the unpaid Principal
               Balance thereof plus accrued and unpaid interest thereon at
                the Mortgage Interest Rate through the last day of the month
                  of liquidation, less the net proceeds from the liquidation of,
               and any insurance proceeds from, such Mortgage Loan and the
related Mortgaged Property.                 

o        as to any Mortgage Loan, a Deficient Valuation.      

        o        as to any Mortgage Loan, a reduction in the Principal Balance
   thereof resulting from a Servicer Modification.

         A "Liquidated Mortgage Loan" is any defaulted Mortgage Loan as to which
the Servicer has determined that all amounts which it expects to recover from or
on account of such Mortgage Loan have been recovered.                           

      A "Recovery" is any amount received on a Mortgage Loan subsequent to
such Mortgage Loan being determined to be a Liquidated Mortgage Loan.           

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        A Realized Loss may result from the personal bankruptcy of a mortgagor
if the bankruptcy court establishes the value of the Mortgaged Property at an   
amount less than the then outstanding Principal Balance of the Mortgage Loan    
secured by such Mortgaged Property and reduces the secured debt to such value.  
In such case, the Trust, as the holder of such Mortgage Loan, would become an   
unsecured creditor to the extent of the difference between the outstanding      
Principal Balance of such mortgage loan and such reduced secured debt (such     
difference, a "Deficient Valuation").                                           

If a Mortgage Loan is in default, or if default is reasonably 
foreseeable, the Servicer may permit a modification of such Mortgage Loan to    
reduce its Principal Balance and/or extend its term to a term not longer than   
the latest maturity date of any other Mortgage Loan (any such modification, a   
"Servicer Modification"). Any such principal reduction will constitute a        
Realized Loss at the time of such reduction. An extension of the term will not  
result in a Realized Loss unless coupled with a principal reduction.            

   Realized Losses will, in effect, be absorbed first by the Class X
Certificates (through the application of the Monthly Excess Interest Amount to  
fund such deficiency, as well as through a reduction in the                     
Overcollateralization Amount).                                                  

If, after giving effect to the distribution of the Principal  
Distribution Amount on any Distribution Date the aggregate Certificate Principal
Balance of the Class A, Class M and Class B Certificates exceeds the Pool       
Balance as of the end of the related Collection Period, such excess will be     
allocated against the Class B-4, Class B-3, Class B-2, Class B-1, Class M-3,    
Class M-2 and Class M-1 Certificates, in that order, until the respective       
Certificate Principal Balances thereof are reduced to zero. Realized Losses will
not be directly allocated to the Class A Certificates; however, if the credit   
enhancements for the Class A Certificates are exhausted, interest and principal 
collections on the Mortgage Loans may not be sufficient to distribute to the    
Class A Certificates all interest and principal amounts to which they are       
entitled.                                                                       

       Special Hazard Losses initially will be allocated as described above.
However, if the cumulative amount of such losses, as of any date of             
determination, exceeds the greatest of (i) 1.00% of the Pool Balance as of the  
Cut-off Date, (ii) two times the amount of the Principal Balance of the largest 
Mortgage Loan as of the date of determination and (iii) an amount equal to the  
aggregate Principal Balance of the Mortgage Loans in the largest zip-code       
concentration in the State of California as of the date of determination, such  
losses instead will be allocated among the Class M-1, Class M-2, Class M-3,     
Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, pro rata, based on  
their respective Certificate Principal Balances.                                

        "Special Hazard Losses" are generally Realized Losses that result from
direct physical damage to mortgaged properties caused by natural disasters and  
other hazards (i) which are not covered by hazard insurance policies (such as   
earthquakes) and (ii) for which claims have been submitted and rejected by the  
related hazard insurer and any shortfall in insurance proceeds for partial      
damage due to the application of the co-insurance clauses contained in hazard   
insurance policies.                                                             

        Any allocation of Realized Losses as described above in reduction of a
Certificate Principal Balance is referred to as an "Applied Realized Loss       
Amount." Any such reduction of a Certificate Principal Balance will not be      
reversed or reinstated. However, on future Distribution Dates,                  
Certificateholders of the related class may receive amounts in respect of prior 
reductions in the related Certificate Principal Balances as described below.    
Such subsequent payments will be applied in the reverse of the order set forth  
above.                                                                          

Application of Monthly Excess Cashflow Amounts                                  

        The weighted average Net Mortgage Interest Rate for the Mortgage Loans
is generally expected to be higher than the weighted average of the Pass-Through
Rates on the Certificates, thus generating certain excess interest collections  
which, in the absence of losses, will not be necessary to fund interest         
distributions on the Certificates. This excess interest for a Collection Period,
together with interest on the Overcollateralization Amount itself, is the       
"Monthly Excess Interest Amount."                                               

The "Net Mortgage Interest Rate" for each Mortgage Loan is the
applicable Mortgage Interest Rate less the sum of (i) the Servicing Fee Rate and
(ii) the rate at which the Trustee Fee accrues.                                 

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       The required level of overcollateralization for any Distribution Date
is the Targeted Overcollateralization Amount. The Targeted Overcollateralization
Amount is initially $4,241,504.43.                                              

     If Realized Losses occur that are not covered by the Monthly Excess
Cashflow Amount, such Realized Losses will result in an Overcollateralization   
Deficiency (since they will reduce the Pool Balance without giving rise to a    
corresponding reduction of the aggregate Certificate Principal Balance of the   
Certificates). The cashflow priorities of the Trust Fund in this situation      
increase the Extra Principal Distribution Amount (subject to the availability of
any Monthly Excess Cashflow Amount in subsequent months) for the purpose of     
re-establishing the Overcollateralization Amount at the then-required Targeted  
Overcollateralization Amount.                                                   

         On and after the Stepdown Date and assuming that a Trigger Event is not
in effect, the Targeted Overcollateralization Amount may be permitted to        
decrease or "stepdown." If the Targeted Overcollateralization Amount is         
permitted to stepdown on a Distribution Date, the Pooling and Servicing         
Agreement permits a portion of the Principal Remittance Amount for such         
Distribution Date not to be passed through as a distribution of principal on the
Certificates on such Distribution Date. This has the effect of decelerating the 
amortization of the Certificates relative to the Pool Balance, thereby reducing 
the actual level of the Overcollateralization Amount to the new, lower Targeted 
Overcollateralization Amount. This portion of the Principal Remittance Amount   
not distributed as principal on the Certificates therefore releases assets in   
the form of cash from the Trust Fund and thereby decreases                      
overcollateralization.                                                          

  On any Distribution Date, the sum of the Monthly Excess Interest
Amount, the Overcollateralization Release Amount and any portion of the         
Principal Distribution Amount (without duplication) remaining after principal   
distributions on the Offered Certificates and the Class B-4 Certificates is the 
"Monthly Excess Cashflow Amount," which is required to be applied in the        
following order of priority (the "Monthly Excess Cashflow Allocation") on such  
Distribution Date:                                                              

            (i) to fund any remaining applicable Accrued Certificate
      Interest for such Distribution Date, pro rata, among the Class AF-1,
Class AV-1, Class AV-2 and Class AV-3 Certificates;           

                 (ii) to fund the remaining Interest Carry Forward Amounts for
        the classes of Class A Certificates, if any, pro rata, among the Class
AF-1, Class AV-1, Class AV-2 and Class AV-3 Certificates;     

                  (iii) to fund the Extra Principal Distribution Amount for such
Distribution Date;                                            

               (iv) to fund any remaining Accrued Certificate Interest for
such Distribution Date for the Class M-1 Certificates;        

               (v) to fund the Interest Carry Forward Amount for the Class
M-1 Certificates, if any;                                     

                (vi) to fund the Class M-1 Realized Loss Amortization Amount
for such Distribution Date;                                   

                (vii) to fund any remaining Accrued Certificate Interest for
such Distribution Date for the Class M-2 Certificates;        

                  (viii) to fund the Interest Carry Forward Amount for the Class
    M-2 Certificates, if any; (ix) to fund the Class M-2 Realized Loss
Amortization Amount for such Distribution Date;               

              (x) to fund any remaining Accrued Certificate Interest for
such Distribution Date for the Class M-3 Certificates;        

                (xi) to fund the Interest Carry Forward Amount for the Class
M-3 Certificates, if any;                                     

                 (xii) to fund the Class M-3 Realized Loss Amortization Amount
for such Distribution Date;                                   

                 (xiii) to fund any remaining Accrued Certificate Interest for
such Distribution Date for the Class B-1 Certificates;        

                 (xiv) to fund the Interest Carry Forward Amount for the Class
    B-1 Certificates, if any; (xv) to fund the Class B-1 Realized Loss
Amortization Amount for such Distribution Date;               

                (xvi) to fund any remaining Accrued Certificate Interest for
such Distribution Date for the Class B-2 Certificates;        

                  (xvii) to fund the Interest Carry Forward Amount for the Class
B-2 Certificates, if any;                                     

            (xviii) to fund the Class B-2 Realized Loss Amortization
Amount for such Distribution Date;                            

                (xix) to fund any remaining Accrued Certificate Interest for
such Distribution Date for the Class B-3 Certificates;        

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                (xx) to fund the Interest Carry Forward Amount for the Class
B-3 Certificates, if any;                                     

                 (xxi) to fund the Class B-3 Realized Loss Amortization Amount
for such Distribution Date;                                   

                 (xxii) to fund any remaining Accrued Certificate Interest for
such Distribution Date for the Class B-4 Certificates;        

             (xxiii) to fund the Interest Carry Forward Amount for the
Class B-4 Certificates, if any;                               

                  (xxiv) to fund the Class B-4 Realized Loss Amortization Amount
for such Distribution Date;                                   

               (xxv) to fund the amount of any LIBOR Carryover Amount, pro
  rata, to the Class AV-1, Class AV-2 and Class AV-3 Certificates;

            (xxvi) to fund the amount of any LIBOR Carryover Amount,
        sequentially, to the Class M-1, Class M-2, Class M-3, Class B-1, Class
B-2, Class B-3 and Class B-4 Certificates, in that order; and 

                (xxvii) to fund distributions to the Holders of the Class N,
  Class X and Class R Certificates in the amounts specified in the
Pooling and Servicing Agreement.                              

  For purposes of the foregoing, the following terms will have the
respective meanings set forth below.                                            

     "Class M-1 Applied Realized Loss Amount" means, as to the Class M-1
Certificates and as of any Distribution Date, the lesser of (x) the Certificate 
Principal Balance thereof (after taking into account the distribution of the    
Principal Distribution Amount on such Distribution Date, but prior to the       
application of the Class M-1 Applied Realized Loss Amount, if any, on such      
Distribution Date) and (y) the excess of (i) the Applied Realized Loss Amount as
of such Distribution Date over (ii) the sum of the Class M-2 Applied Realized   
Loss Amount, the Class M-3 Applied Realized Loss Amount, the Class B-1 Applied  
Realized Loss Amount, the Class B-2 Applied Realized Loss Amount, the Class B-3 
Applied Realized Loss Amount and the Class B-4 Applied Realized Loss Amount, in 
each case as of such Distribution Date.                                         

      "Class M-1 Realized Loss Amortization Amount" means, as to the Class
M-1 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid  
Realized Loss Amount for the Class M-1 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in clauses (i) through (v) of the Monthly Excess       
Cashflow Allocation for such Distribution Date.                                 

     "Class M-2 Applied Realized Loss Amount" means, as to the Class M-2
Certificates and as of any Distribution Date, the lesser of (x) the Certificate 
Principal Balance thereof (after taking into account the distribution of the    
Principal Distribution Amount on such Distribution Date, but prior to the       
application of the Class M-2 Applied Realized Loss Amount, if any, on such      
Distribution Date) and (y) the excess of (i) the Applied Realized Loss Amount as
of such Distribution Date over (ii) the sum of the Class M-3 Applied Realized   
Loss Amount, the Class B-1 Applied Realized Loss Amount, the Class B-2 Applied  
Realized Loss Amount, the Class B-3 Applied Realized Loss Amount and the Class  
B-4 Applied Realized Loss Amount, in each case as of such Distribution Date.    

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      "Class M-2 Realized Loss Amortization Amount" means, as to the Class
M-2 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid  
Realized Loss Amount for the Class M-2 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in clauses (i) through (viii) of the Monthly Excess    
Cashflow Allocation for such Distribution Date.                                 

     "Class M-3 Applied Realized Loss Amount" means, as to the Class M-3
Certificates and as of any Distribution Date, the lesser of (x) the Certificate 
Principal Balance thereof (after taking into account the distribution of the    
Principal Distribution Amount on such Distribution Date, but prior to the       
application of the Class M-3 Applied Realized Loss Amount, if any, on such      
Distribution Date) and (y) the excess of (i) the Applied Realized Loss Amount as
of such Distribution Date over (ii) the sum of the Class B-1 Applied Realized   
Loss Amount, the Class B-2 Applied Realized Loss Amount, the Class B-3 Applied  
Realized Loss Amount and the Class B-4 Applied Realized Loss Amount, in each    
case as of such Distribution Date.                                              

      "Class M-3 Realized Loss Amortization Amount" means, as to the Class
M-3 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid  
Realized Loss Amount for the Class M-3 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in clauses (i) through (xi) of the Monthly Excess      
Cashflow Allocation for such Distribution Date.                                 

       "Class B-1 Applied Realized Loss Amount" means, as to the Class B-1
Certificates and as of any Distribution Date, the lesser of (x) the Certificate 
Principal Balance thereof (after taking into account the distribution of the    
Principal Distribution Amount on such Distribution Date, but prior to the       
application of the Class B-1 Applied Realized Loss Amount, if any, on such      
Distribution Date) and (y) the excess of (i) the Applied Realized Loss Amount as
of such Distribution Date over (ii) the sum of the Class B-2 Applied Realized   
Loss Amount, the Class B-3 Applied Realized Loss Amount and the Class B-4       
Applied Realized Loss Amount as of such Distribution Date.                      

      "Class B-1 Realized Loss Amortization Amount" means, as to the Class
B-1 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid  
Realized Loss Amount for the Class B-1 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in clauses (i) through (xiv) of the Monthly Excess     
Cashflow Allocation for such Distribution Date.                                 

     "Class B-2 Applied Realized Loss Amount" means, as to the Class B-2
Certificates and as of any Distribution Date, the lesser of (x) the Certificate 
Principal Balance thereof (after taking into account the distribution of the    
Principal Distribution Amount on such Distribution Date, but prior to the       
application of the Class B-2 Applied Realized Loss Amount, if any, on such      
Distribution Date) and (y) the excess of (i) Applied Realized Loss Amount as of 
such Distribution Date over (ii) the sum of the Class B-3 Applied Realized Loss 
Amount and the Class B-4 Applied Realized Loss Amount for such Distribution     
Date.                                                                           

      "Class B-2 Realized Loss Amortization Amount" means, as to the Class
B-2 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid  
Realized Loss Amount for the Class B-2 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in clauses (i) through (xvii) of the Monthly Excess    
Cashflow Allocation for such Distribution Date.                                 

     "Class B-3 Applied Realized Loss Amount" means, as to the Class B-3
Certificates and as of any Distribution Date, the lesser of (x) the Certificate 
Principal Balance thereof (after taking into account the distribution of the    
Principal Distribution Amount on such Distribution Date, but prior to the       
application of the Class B-3 Applied Realized Loss Amount, if any, on such      
Distribution Date) and (y) the excess of (i) Applied Realized Loss Amount as of 
such Distribution Date over (ii) the Class B-4 Applied Realized Loss Amount for 
such Distribution Date.                                                         

      "Class B-3 Realized Loss Amortization Amount" means, as to the Class
B-3 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid  
Realized Loss Amount for the Class B-3 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in clauses (i) through (xx) of the Monthly Excess      
Cashflow Allocation for such Distribution Date.                                 

       "Class B-4 Applied Realized Loss Amount" means, as to the Class B-4
Certificates and as of any Distribution Date, the lesser of (x) the Certificate 
Principal Balance thereof (after taking into account the distribution of the    
Principal Distribution Amount on such Distribution Date, but prior to the       
application of the Class B-4 Applied Realized Loss Amount, if any, on such      
Distribution Date) and (y) the Applied Realized Loss Amount as of such          
Distribution Date.                                                              

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      "Class B-4 Realized Loss Amortization Amount" means, as to the Class
B-4 Certificates and as of any Distribution Date, the lesser of (x) the Unpaid  
Realized Loss Amount for the Class B-4 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in clauses (i) through (xxiii) of the Monthly Excess   
Cashflow Allocation for such Distribution Date.                                 

   "Realized Loss Amortization Amount" means each of the Class M-1
Realized Loss Amortization Amount, the Class M-2 Realized Loss Amortization     
Amount, the Class M-3 Realized Loss Amortization Amount, the Class B-1 Realized 
Loss Amortization Amount, the Class B-2 Realized Loss Amortization Amount, the  
Class B-3 Realized Loss Amortization Amount and the Class B-4 Realized Loss     
Amortization Amount.                                                            

  "Unpaid Realized Loss Amount" means, for any Class M and Class B
Certificates and as to any Distribution Date, the excess of (x) the cumulative  
amount of related Applied Realized Loss Amounts with respect to such class for  
all prior Distribution Dates over (y) the cumulative amount of related Realized 
Loss Amortization Amounts with respect to such class for all prior Distribution 
Dates.                                                                          

Pass-Through Rates                                                              

  Interest for each Distribution Date will accrue on each class of
Certificates listed in the table below during the Interest Accrual Period       
relating to each Distribution Date prior to or on the Optional Termination Date 
at a rate equal to the lesser of (i) one-month LIBOR plus the applicable        
certificate margin set forth in the first column of the table below (each such  
rate, a "Pass-Through Rate") and (ii) the Group II Cap (with respect to the     
Class AV-1, Class AV-2 and Class AV-3 Certificates) or the Pool Cap (with       
respect to the Class M and Class B Certificates) for such Distribution Date.    
During each Interest Accrual Period relating to the Distribution Dates after the
Optional Termination Date, each of the certificate margins will be "stepped-up" 
to the applicable margin set forth in the table below if the optional           
termination right is not exercised.                                             

Class                Certificate Margin        Stepped-up Certificate Margin    
-----                ------------------        -----------------------------    
AV-1                        0.310%                       0.620%                 
AV-2                        0.180%                       0.360%                 
AV-3                        0.430%                       0.860%                 
M-1                         0.600%                       0.900%                 
M-2                         1.180%                       1.770%                 
M-3                         1.400%                       2.100%                 
B-1                         1.700%                       2.550%                 
B-2                         1.800%                       2.700%                 
B-3                         2.950%                       4.425%                 
B-4                         4.000%                       6.000%                 

   Interest for each Distribution Date will accrue on the Class AF-1
Certificates during the related Interest Accrual Period at a rate equal to      
4.020% per annum plus 0.50% per annum on each Distribution Date following the   
Optional Termination Date (each such rate, a "Pass-Through Rate").              

     With respect to the Offered Certificates (other than the Class AF-1
Certificates), interest in respect of any Distribution Date will accrue during  
the related Interest Accrual Period on the basis of a 360-day year and the      
actual number of days elapsed. With respect to the Class AF-1 Certificates,     
interest in respect of any Distribution Date will accrue during the related     
Interest Accrual Period on the basis of a 360-day year consisting of twelve     
30-day months.                                                                  

       The "Group II Cap" for any Distribution Date will be a per annum rate
(subject to adjustment based on the actual number of days elapsed in the related
Interest Accrual Period) equal to the average of the Net Mortgage Interest Rates
for the Group II Mortgage Loans (weighted on the basis of the Principal Balances
of the Group II Mortgage Loans as of the first day of the related Collection    
Period).                                                                        

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   The "Pool Cap" for any Distribution Date will be a per annum rate
(subject to adjustment based on the actual number of days elapsed in the related
Interest Accrual Period) equal to the weighted average of (i) the Net Mortgage  
Interest Rates for the Group I Mortgage Loans (weighted on the basis of the     
Principal Balances of the Group I Mortgage Loans as of the first day of the     
related Collection Period) and (ii) the Net Mortgage Interest Rates for the     
Group II Mortgage Loans (weighted on the basis of the Principal Balances of the 
Group II Mortgage Loans as of the first day of the related Collection Period),  
in each case weighted on the basis of the related Group Subordinate Amount.     

        Each of the Group II Cap and the Pool Cap are sometimes referred to in
this Prospectus Supplement as a "Cap."                                          

      The "Group Subordinate Amount" for any Distribution Date and (i) the
Group I Mortgage Loans, will be equal to the excess of the aggregate Principal  
Balance of the Group I Mortgage Loans as of the first day of the related        
Collection Period over the Certificate Principal Balance of the Class AF-1      
Certificates immediately prior to such Distribution Date and (ii) the Group II  
Mortgage Loans, will be equal to the excess of the aggregate Principal Balance  
of the Group II Mortgage Loans as of the first day of the related Collection    
Period over the aggregate Certificate Principal Balance of the Class AV-1, Class
AV-2 and Class AV-3 Certificates immediately prior to such Distribution Date.   

       If on any Distribution Date, the Accrued Certificate Interest for (a)
the Class AV-1, Class AV-2 and Class AV-3 Certificates is based on the Group II 
Cap or (b) the Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 
or Class B-4 Certificates is based on the Pool Cap, the excess of (i) the amount
of interest such class would have been entitled to receive on such Distribution 
Date based on its Pass-Through Rate, over (ii) the amount of interest such class
received on such Distribution Date based on the applicable Cap, together with   
the unpaid portion of any such excess from prior Distribution Dates (and        
interest accrued thereon at the then applicable Pass-Through Rate on such class)
will be the "LIBOR Carryover Amount" for such class.                            

Any LIBOR Carryover Amount will be paid on the same or future 
Distribution Dates from amounts, if any, that would otherwise be distributed on 
the Class X Certificates, and then, to the extent remaining unpaid on the Class 
M and Offered Class B Certificates only, from amounts in the Reserve Account    
representing Yield Maintenance Agreement Payments received by the Trustee.      

Calculation of LIBOR                                                            

        LIBOR for the first Distribution Date will be determined on the second
business day preceding the Closing Date and for each subsequent Distribution    
Date will be determined on the second business day prior to the immediately     
preceding Distribution Date (each such date, a "LIBOR Determination Date"). With
respect to each Distribution Date, "LIBOR" will equal the interbank offered rate
for one-month United States dollar deposits in the London market as quoted on   
Telerate Page 3750 as of 11:00 A.M., London time, on the related LIBOR          
Determination Date. "Telerate Page 3750" means the display designated as page   
3750 on the Moneyline Telerate (or such other page as may replace page 3750 on  
that service for the purpose of displaying London interbank offered rates of    
major banks). If such rate does not appear on such page (or such other page as  
may replace that page on that service, or if such service is no longer offered, 
such other service for displaying LIBOR or comparable rates as may be selected  
by the Trustee after consultation with the Servicer), the rate will be the      
Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis  
of the rates at which deposits in U.S. Dollars are offered by the reference     
banks (which shall be three major banks that are engaged in transactions in the 
London interbank market, selected by the Trustee after consultation with the    
Servicer) as of 11:00 A.M., London time, on the related LIBOR Determination Date
to prime banks in the London interbank market for a period of one month in      
amounts approximately equal to the aggregate Certificate Principal Balance of   
the Certificates (other than the Class AF-1 Certificates). The Trustee will     
request the principal London office of each of the reference banks to provide a 
quotation of its rate. If at least two such quotations are provided, the rate   
will be the arithmetic mean of the quotations. If on such date fewer than two   
quotations are provided as requested, the rate will be the arithmetic mean of   
the rates quoted by one or more major banks in New York City, selected by the   
Trustee after consultation with the Servicer, as of 11:00 A.M., New York City   
time, on such date for loans in U.S. Dollars to leading European banks for a    
period of one month in amounts approximately equal to the aggregate Certificate 
Principal Balance of the Certificates (other than the Class AF-1 Certificates). 
If no such quotations can be obtained, the rate will be LIBOR for the prior     
Distribution Date.                                                              

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    The establishment of LIBOR on each LIBOR Determination Date by the
Trustee and the Trustee's calculation of the rate of interest applicable to the 
Offered Certificates for the related Interest Accrual Period shall (in the      
absence of manifest error) be final and binding.                                

The Yield Maintenance Agreement                                                 

         The Class M and Offered Class B Certificates will have the benefit of a
yield maintenance agreement (the "Yield Maintenance Agreement"). Pursuant to the
Yield Maintenance Agreement, if, with respect to any of the first thirty-two    
Distribution Dates after the first Distribution Date, one-month LIBOR as of two 
London business days prior to the first day of the Interest Accrual Period for  
such Offered Certificates relating to such Distribution Date exceeds the        
applicable strike rate for such Distribution Date set forth on Annex II to this 
Prospectus Supplement, the counterparty will be obligated to pay to the Trustee 
two London business days prior to the end of the related Interest Accrual Period
for such Distribution Date, for deposit into the Reserve Account, an amount     
equal to the product of (a) the excess of the lesser of (i) one-month LIBOR and 
(ii) 7.71% over the strike rate for such Distribution Date set forth on Annex II
to this Prospectus Supplement, (b) the product of the cap notional amount and   
the scale factor, both as set forth for that Distribution Date on Annex II to   
this Prospectus Supplement and (c) a fraction, the numerator of which is the    
actual number of days elapsed since the previous Distribution Date to but       
excluding the current Distribution Date and the denominator of which is 360 (the
"Yield Maintenance Agreement Payment"). The Yield Maintenance Agreement will    
terminate after the Distribution Date in October 2006.                          

      The Yield Maintenance Agreement will be governed by and construed in
accordance with the law of the State of New York. The obligations of Bank of    
America, N.A., as counterparty, are limited to those specifically set forth in  
the Yield Maintenance Agreement.                                                

         Bank of America, N.A. is an indirect wholly-owned subsidiary of Bank of
America Corporation. Bank of America, N.A. is engaged in a general commercial   
banking business, offering a full range of commercial, corporate, international,
financial and retail banking services to corporations, governments and          
individuals. As of the date of this Prospectus Supplement, the long-term senior 
unsecured debt of Bank of America, N.A. was assigned ratings of "Aa1" by        
Moody's, "AA-" by S&P and "AA+" by Fitch.                                       

Reserve Account                                                                 

   Pursuant to the Pooling and Servicing Agreement, the Trustee will
establish a trust account (the "Reserve Account") as part of the Trust Fund. The
Reserve Account will not be an asset of any REMIC. Holders of each class of     
Class M and Offered Class B Certificates will be entitled to receive Yield      
Maintenance Agreement Payments, if any, deposited into the Reserve Account with 
respect to any Distribution Date to the extent that distributions pursuant to   
clause (xxvi) of the Monthly Excess Cashflow Allocation are not sufficient to   
fully pay any LIBOR Carryover Amounts on such Certificates for any Distribution 
Date. The Reserve Account will be funded solely from amounts received by the    
Trustee from any Yield Maintenance Agreement Payments. Any distribution by the  
Trustee from amounts in the Reserve Account will be made on the applicable      
Distribution Date in the following order of priority:                           

        (A) concurrently, to the Class M and Offered Class B Certificates, any
remaining unpaid LIBOR Carryover Amounts for such classes for such Distribution 
Date (after distributions pursuant to clause (xxvi) of the Monthly Excess       
Cashflow Allocation), pro rata; and                                             

        (B) to the Trustee as additional compensation, any remaining amount on
deposit in the Reserve Account.                                                 

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YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS 

  The yields to maturity and weighted average lives of the Offered
Certificates will depend upon, among other things, the price at which such      
Offered Certificates are purchased, the amount and timing of principal payments 
on the applicable Mortgage Loans, the allocation of Available Funds to various  
classes of Offered Certificates, the amount and timing of mortgagor             
delinquencies and defaults on the applicable Mortgage Loans, the rate of        
liquidations and Realized Losses and the allocation of Realized Losses to       
various classes of Offered Certificates.                                        

         The rate of payment of principal, the aggregate amount of distributions
and the yield to maturity of the Offered Certificates will be affected by the   
rate of defaults resulting in Realized Losses, by the severity of these losses  
and by the timing thereof. If a purchaser of an Offered Certificate calculates  
its anticipated yield based on an assumed rate of default and amount of Realized
Losses that is lower than the default rate and amount of losses actually        
incurred, its actual yield to maturity will be lower than that so calculated.   
The timing of Realized Losses will also affect an investor's actual yield to    
maturity, even if the average rate of defaults and severity of losses are       
consistent with an investor's expectations. In general, the earlier a loss      
occurs, the greater the effect on an investor's yield to maturity. There can be 
no assurance as to the delinquency, foreclosure or loss experience with respect 
to the Mortgage Loans. The Mortgage Loans may have a greater than normal risk of
future defaults and delinquencies, as compared to newly originated, high quality
one- to four-family residential mortgage loans of comparable size and geographic
concentration because the Mortgage Loans are of sub-prime credit quality. See   
"Risk Factors--Nature of sub-prime mortgage loans may increase risk of loss" in 
this Prospectus Supplement.                                                     

       The rate of principal payments, the aggregate amount of distributions
and the yields to maturity of the Offered Certificates will be related to the   
rate and timing of payments of principal on the applicable Mortgage Loans. The  
rate of principal payments on the Mortgage Loans will in turn be affected by the
amortization schedules of the Mortgage Loans and by the rate of principal       
prepayments (including for this purpose prepayments resulting from refinancing, 
liquidations of the Mortgage Loans due to defaults, casualties or condemnations 
and repurchases by the Seller or Servicer). Because certain of the Mortgage     
Loans contain prepayment penalties, the rate of principal payments may be less  
than the rate of principal payments for mortgage loans which did not have       
prepayment penalties. The Mortgage Loans are subject to the "due-on-sale"       
provisions included therein. The Servicer will enforce these provisions unless  
it believes that such provisions are not enforceable under applicable law.      

        Unscheduled payments of principal (whether resulting from prepayments,
repurchases, liquidations, casualties or condemnations) will result in          
distributions on the related Offered Certificates of principal amounts which    
would otherwise be distributed over the remaining terms of the Mortgage Loans.  
Since the rate of payment of principal on the Mortgage Loans will depend on     
future events and a variety of other factors, no assurance can be given as to   
such rate or the rate of principal prepayments. The extent to which the yield to
maturity of a class of Offered Certificates may vary from the anticipated yield 
will depend upon the degree to which such class of Offered Certificates is      
purchased at a discount or premium, and the degree to which the timing of       
payments thereon is sensitive to prepayments, liquidations and purchases of the 
applicable Mortgage Loans. Further, an investor should consider the risk that,  
in the case of any Offered Certificate purchased at a discount, a slower than   
anticipated rate of principal payments (including prepayments) on the applicable
Mortgage Loans could result in an actual yield to such investor that is lower   
than the anticipated yield and, in the case of any Offered Certificate purchased
at a premium, a faster than anticipated rate of principal payments on the       
applicable Mortgage Loans could result in an actual yield to such investor that 
is lower than the anticipated yield.                                            

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    The rate of principal payments (including prepayments) on pools of
mortgage loans may vary significantly over time and may be influenced by a      
variety of economic, geographic, social and other factors, including changes in 
mortgagors' housing needs, job transfers, unemployment, mortgagors' net equity  
in the mortgaged properties and servicing decisions. In general, if prevailing  
interest rates were to fall significantly below the Mortgage Interest Rates on  
the Mortgage Loans, such Mortgage Loans could be subject to higher prepayment   
rates than if prevailing interest rates were to remain at or above the Mortgage 
Interest Rates on such Mortgage Loans. Conversely, if prevailing interest rates 
were to rise significantly, the rate of prepayments on such Mortgage Loans would
generally be expected to decrease. As is the case with the Fixed-Rate Mortgage  
Loans, the Adjustable-Rate Mortgage Loans may be subject to a greater rate of   
principal prepayments in a low interest rate environment. For example, if       
prevailing interest rates were to fall, mortgagors with adjustable-rate mortgage
loans may be inclined to refinance their adjustable-rate mortgage loans with a  
fixed-rate loan to "lock in" a lower interest rate. The existence of the        
applicable Periodic Rate Cap and Maximum Mortgage Interest Rate also may affect 
the likelihood of prepayments resulting from refinancings. No assurances can be 
given as to the rate of prepayments on the Mortgage Loans in stable or changing 
interest rate environments. In addition, the delinquency and loss experience of 
the Adjustable-Rate Mortgage Loans may differ from that on the Fixed-Rate       
Mortgage Loans because the amount of the Monthly Payments on the Adjustable-Rate
Mortgage Loans are subject to adjustment on each Adjustment Date. Further, a    
majority of the Adjustable-Rate Mortgage Loans will not have their initial      
Adjustment Date for two to three years after the origination thereof. The       
Adjustable-Rate Mortgage Loans may be subject to greater rates of prepayments as
they approach their initial Adjustment Dates even if market interest rates are  
only slightly higher or lower than the Mortgage Interest Rates on such          
Adjustable-Rate Mortgage Loans as borrowers seek to avoid changes in their      
Monthly Payments.                                                               

  The weighted average life and yield to maturity of each class of
Certificates will also be influenced by the amount of Monthly Excess Cashflow   
Amounts generated by the Mortgage Loans and applied in reduction of the         
Certificate Principal Balances of such Certificates. The level of Monthly Excess
Cashflow Amounts available on any Distribution Date to be applied in reduction  
of the aggregate Certificate Principal Balance of the Certificates will be      
influenced by, among other factors, (i) the overcollateralization level of the  
Mortgage Loans at such time (i.e., the extent to which interest on the Mortgage 
Loans is accruing on a higher Principal Balance than the aggregate Certificate  
Principal Balance of the Certificates); (ii) the delinquency and default        
experience of the Mortgage Loans; and (iii) the level of the various indices for
the Adjustable-Rate Mortgage Loans. To the extent that greater amounts of       
Monthly Excess Cashflow Amounts are distributed in reduction of the Certificate 
Principal Balance of a class of Certificates, the weighted average life thereof 
can be expected to shorten. No assurance can be given as to the amount of       
Monthly Excess Cashflow Amounts distributed at any time or in the aggregate.    

     The prepayment, delinquency and loss experience on the Subordinated
Certificates will reflect a combination of the experience of both Loan Groups.  
There can be no assurance that any such combined experience will correlate with 
the experience expected on a particular group of Mortgage Loans.                

         The Subordinated Certificates are not expected to receive any principal
distributions until at least the Distribution Date in February 2007 (unless the 
aggregate Certificate Principal Balance of the Senior Certificates is reduced to
zero prior thereto). As a result, the weighted average lives of the Subordinated
Certificates will be longer than would have been the case if principal          
distributions were to be made on a pro rata basis. The longer weighted average  
lives may increase the risk that an Applied Realized Loss Amount will be        
allocated to one or more classes of Subordinated Certificates.                  

Additional Information                                                          

      The Depositor has filed certain yield tables and other computational
materials with respect to certain classes of the Offered Certificates with the  
Commission in a report on Form 8-K and may file certain additional yield tables 
and other computational materials with respect to one or more classes of Offered
Certificates with the Commission in a report on Form 8-K. Such tables and       
materials were prepared by one or more of the Underwriters at the request of    
certain prospective investors, based on assumptions provided by, and satisfying 
the special requirements of, such prospective investors. Such tables and        
assumptions may be based on assumptions that differ from the Structuring        
Assumptions. Accordingly, such tables and other materials may not be relevant to
or appropriate for investors other than those specifically requesting them.     

Weighted Average Lives                                                          

   The timing of changes in the rate of principal prepayments on the
Mortgage Loans may significantly affect an investor's actual yield to maturity, 
even if the average rate of principal prepayments is consistent with such       
investor's expectation. In general, the earlier a principal prepayment on the   
Mortgage Loans occurs, the greater the effect of such principal prepayment on an
investor's yield to maturity. The effect on an investor's yield of principal    
prepayments occurring at a rate higher (or lower) than the rate anticipated by  
the investor during the period immediately following the issuance of the Offered
Certificates may not be offset by a subsequent like decrease (or increase) in   
the rate of principal prepayments.                                              

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The projected weighted average life of any class of Offered   
Certificates is the average amount of time that will elapse from the Closing    
Date, until each dollar of principal is scheduled to be repaid to the investors 
in such class of Offered Certificates. Because it is expected that there will be
prepayments and defaults on the Mortgage Loans, the actual weighted average     
lives of the classes of Offered Certificates are expected to vary substantially 
from the weighted average remaining terms to stated maturity of the Mortgage    
Loans as set forth in this Prospectus Supplement under "The Mortgage Pool."     

   Prepayments on mortgage loans are commonly measured relative to a
prepayment model or standard. The prepayment models used in this Prospectus     
Supplement ("Prepayment Assumptions") are based on an assumed rate of prepayment
each month of the then unpaid principal balance of a pool of mortgage loans     
similar to the Mortgage Loans. The Prepayment Assumption used in this Prospectus
Supplement (the "Constant Prepayment Rate" or "CPR") for the Adjustable-Rate    
Mortgage Loans represents a constant assumed rate of principal prepayment each  
year relative to the then-outstanding principal balance of a pool of mortgage   
loans for the life of such mortgage loans. A prepayment assumption of 28% CPR   
assumes constant prepayment rates of 28% per annum of the then-outstanding      
principal balance of such mortgage loans.                                       

      For the Fixed-Rate Mortgage Loans, the Prepayment Assumption used in
this Prospectus Supplement is the "Home Equity Prepayment Curve" or "HEP." 23%  
HEP assumes a prepayment rate of 2.30% CPR per annum of the then-outstanding    
principal balance of such mortgage loans in the first month of the life of such 
mortgage loans and an additional 2.30% per annum in each month thereafter until 
23.0% CPR is reached in the tenth month. Beginning in the tenth month and in    
each month thereafter during the life of such mortgage loans, 23% HEP assumes a 
constant prepayment rate of 23.0% CPR per annum each month.                     

     No Prepayment Assumption purports to be a historical description of
prepayment experience or a prediction of the anticipated rate of prepayment of  
any pool of mortgage loans, including the Mortgage Loans.                       

         The tables on pages S-89 through S-98 were prepared on the basis of the
assumptions in the following paragraph and the tables set forth below. There may
be certain differences between the loan characteristics included in such        
assumptions and the characteristics of the actual Mortgage Loans. Any such      
discrepancy may have an effect upon the percentages of original Certificate     
Principal Balances outstanding and weighted average lives of the Offered        
Certificates set forth in the tables on pages S-89 through S-98. In addition,   
since the actual Mortgage Loans in the Trust Fund will have characteristics that
differ from those assumed in preparing the tables set forth below, the          
distributions of principal of the Offered Certificates may be made earlier or   
later than indicated in the tables.                                             

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        The percentages and weighted average lives in the tables on pages S-89
through S-98 were determined using the following assumptions (collectively, the 
"Structuring Assumptions"): (i) the Mortgage Loans have the characteristics set 
forth in the table below, (ii) the closing date for the Certificates occurs on  
February 12, 2004 and the Offered Certificates are sold to investors on such    
date, (iii) distributions on the Certificates are made on the 25th day of each  
month regardless of the day on which the Distribution Date actually occurs,     
commencing in February 2004, in accordance with the allocation of Available     
Funds set forth above under "Description of the Certificates," (iv) the Mortgage
Loans prepay in accordance with the Prepayment Assumptions indicated, (v)       
prepayments include thirty days' interest thereon, (vi) the Seller is not       
required to substitute or repurchase any or all of the Mortgage Loans pursuant  
to the Pooling and Servicing Agreement and no optional termination is exercised,
except with respect to the entries identified by the row heading "Weighted Avg. 
Life to Call" in the tables below, (vii) the Targeted Overcollateralization     
Amount is set initially as specified herein and thereafter decreases as         
described in the definition thereof, (viii) scheduled payments for all Mortgage 
Loans are received on the Due Date commencing in February 2004, the principal   
portion of such payments is computed prior to giving effect to prepayments      
received in such month and there are no losses or delinquencies with respect to 
such Mortgage Loans, (ix) all Mortgage Loans prepay at the same rate and all    
such payments are treated as prepayments in full of individual Mortgage Loans,  
with no shortfalls in collection of interest, (x) such prepayments are received 
on the last day of each month commencing in January 2004, (xi) the aggregate of 
the annualized rates at which the Servicing Fee and the Trustee Fee are         
calculated is 0.506%, (xii) one-month LIBOR is at all times equal to 1.10%,     
(xiii) the Pass-Through Rates for the Offered Certificates are as set forth or  
described above under "Description of the Certificates--Pass-Through Rates,"    
(xiv) the Mortgage Interest Rate for each Adjustable-Rate Mortgage Loan is      
adjusted on its next Adjustment Date (and on subsequent Adjustment Dates, if    
necessary) to equal the sum of (a) the assumed level of the Index and (b) the   
respective Gross Margin (such sum being subject to the applicable Periodic Rate 
Caps, Minimum Mortgage Interest Rates and Maximum Mortgage Interest Rates), (xv)
with respect to the Adjustable-Rate Mortgage Loans without Minimum Mortgage     
Interest Rates, the Minimum Mortgage Interest Rates were assumed to be the      
applicable Gross Margin, and (xvi) with respect to the Adjustable-Rate Mortgage 
Loans, Six-Month LIBOR is equal to 1.17%. Nothing contained in the foregoing    
assumptions should be construed as a representation that the Mortgage Loans will
not experience delinquencies or losses.                                         

Based on the foregoing assumptions and assumed mortgage loan  
characteristics, the tables indicate the projected weighted average lives of    
each class of Offered Certificates and set forth the percentages of the original
Certificate Principal Balance of each such class that would be outstanding after
each of the dates shown at the indicated percentages of the applicable          
Prepayment Assumption.                                                          

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 Group I Assumed Mortgage Loan Characteristics

                                                        [Enlarge/Download Table]

 Interest           Principal      Mortgage Interest   Original Amortized   Original Term    Loan Age     Interest Only
   Type             Balance ($)        Rate (%)           Term (months)       (months)       (months)     Term (months)
---------------------------------------------------------------------------------------------------------------------- 
                                                                                                                       
  Fixed           $6,082,084.36         8.828%                  175              175            39              0      
  Fixed              444,436.62         6.531                   180              180            5               0      
  Fixed            1,326,066.36         9.118                   180              180            2               0      
  Fixed               17,907.97         9.250                   120              120            22              0      
  Fixed            3,874,902.08         6.835                   177              177            4               0      
  Fixed              878,885.94         6.804                   180              180            3               0      
  Fixed            1,852,612.36         7.480                   360              360            4             120(1)   
  Fixed              251,650.00         8.424                   360              360            3             120(1)   
  Fixed              450,745.00         7.989                   360              360            4             120(1)   
  Fixed            1,085,958.30         7.353                   360              360            4             120(1)   
  Fixed            1,304,850.00         7.505                   360              360            3             120(1)   
  Fixed            1,259,717.38         9.449                   227              227            27              0      
  Fixed              154,129.38        11.861                   240              240            3               0      
  Fixed            1,101,141.78         7.923                   240              240            4               0      
  Fixed           35,052,314.16         8.174                   359              359            21              0      
  Fixed            5,784,655.53         7.509                   360              360            4               0      
  Fixed            3,079,148.61         7.606                   360              360            4               0      
  Fixed           44,092,343.34         7.152                   360              360            4               0      
  Fixed            7,138,582.22         7.322                   360              360            4               0      
  Fixed              154,350.28         7.504                   366              366            30              0      
  Fixed            2,843,413.58         9.999                   360              172            19              0      
  Fixed            2,888,039.95         8.612                   360              180            3               0      
  Fixed            3,724,690.19        10.220                   360              180            3               0      
  Fixed            3,533,627.67         8.577                   360              180            4               0      
  Fixed              582,072.50         8.041                   360              180            4               0      

--------------                                                                  

(1) Principal payments on the Interest Only Mortgage Loans will commence on the 
121st month of the term of such Mortgage Loans and the principal amortizes over 
240 months.                                                                     

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Group II Assumed Mortgage Loan Characteristics

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Interest          Principal        Mortgage Interest   Original Amortized     Original Term     Loan Age     Interest Only
 Type            Balance ($)           Rate (%)          Term (months)          (months)        (months)     Term (months)
 ----------------------------------------------------------------------------------------------------------------------   
                                                                                                                          
Fixed           $3,151,988.67          8.425%                 174                  174             42             0       
Fixed              354,768.53          6.348                  180                  180             4              0       
Fixed              357,815.44         10.083                  180                  180             2              0       
Fixed               71,658.39          9.063                  103                  103             20             0       
Fixed            1,942,567.73          7.197                  180                  180             5              0       
Fixed              173,734.54          6.872                  180                  180             4              0       
Fixed            1,194,257.20          8.560                  236                  236             17             0       
Fixed              120,936.97         10.249                  240                  240             4              0       
Fixed              151,391.35         11.990                  240                  240             2              0       
Fixed            1,562,122.09          8.051                  240                  240             4              0       
Fixed           18,924,055.84          8.054                  359                  359             21             0       
Fixed            4,363,684.12          7.737                  360                  360             4              0       
Fixed            2,805,155.55          7.458                  360                  360             4              0       
Fixed           26,374,481.44          7.218                  360                  360             4              0       
Fixed            2,157,842.08          7.545                  360                  360             6              0       
Fixed              117,492.97          8.453                  361                  361             22             0       
Fixed            1,371,260.31         10.906                  359                  180             50             0       
Fixed            1,880,364.20          8.488                  360                  180             3              0       
Fixed            2,810,835.60          9.641                  360                  180             3              0       
Fixed            1,464,966.32          9.057                  360                  180             6              0       
Fixed              204,207.96          7.531                  360                  180             9              0       

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Group II Assumed Mortgage Loan Characteristics (continued)

                                                        [Enlarge/Download Table]

                                   Mortgage         Original                                  Interest                              
                                   Interest         Amortized       Original                    Only                                
 Interest         Principal          Rate             Term            Term      Loan Age        Term                                
   Type           Balance ($)         (%)           (months)        (months)    (months)      (months)              Index           
----------------------------------------------------------------------------------------------------------------------------------  
                                                                                                                                    
Adjustable        $184,000.00       7.000%            360             360           2            24(1)           Six Month LIBOR    
Adjustable         555,600.00       6.948             360             360           2            24(1)           Six Month LIBOR    
Adjustable         428,000.00       6.990             360             360           3            60(2)           Six Month LIBOR    
Adjustable       7,516,671.57       6.809             360             360           2            60(2)           Six Month LIBOR    
Adjustable         537,700.00       6.065             360             360           3            60(2)           Six Month LIBOR    
Adjustable         152,546.99       3.375             360             360          14            60(2)           Six Month LIBOR    
Adjustable         284,998.36       4.875             360             360          16            60(2)           Six Month LIBOR    
Adjustable       2,141,165.80       8.583             360             360          164             0             Six Month LIBOR    
Adjustable          37,973.00      13.375             360             360          106             0             Six Month LIBOR    
Adjustable      32,629,843.02       7.794             360             360           3              0             Six Month LIBOR    
Adjustable       4,780,918.59       7.395             360             360           4              0             Six Month LIBOR    
Adjustable     136,908,012.29       7.314             360             360           3              0             Six Month LIBOR    
Adjustable       3,302,623.64       8.092             360             360           6              0             Six Month LIBOR    
Adjustable       1,389,432.07      10.110             360             360          58              0             Six Month LIBOR    
Adjustable         649,704.35      10.697             360             360          22              0             Six Month LIBOR    
Adjustable          14,410.39      13.500             360             360          58              0             Six Month LIBOR    
Adjustable       5,905,765.56       7.696             360             360           3              0             Six Month LIBOR    
Adjustable         794,832.06       6.710             360             360           3              0             Six Month LIBOR    
Adjustable       1,896,379.92       6.871             360             360           3              0             Six Month LIBOR    
Adjustable      15,909,666.50       7.686             360             360           4              0             Six Month LIBOR    
Adjustable         204,638.84      12.160             360             360          105             0             Six Month LIBOR    
Adjustable         138,283.56       6.250             360             360           9              0             Six Month LIBOR    
Adjustable         755,205.17       5.525             360             360           3              0             Six Month LIBOR    
Adjustable         312,054.12       7.030             360             360           2              0             Six Month LIBOR    
Adjustable       6,294,165.77      10.485             359             359          96              0             Six Month LIBOR    



                                                               Months to       Initial                     Payment          Rate    
                                                                 Next          Periodic      Periodic     Adjustment     Adjustment 
 Interest        Gross           Lifetime       Lifetime      Adjustment       Rate Cap        Rate       Frequency      Frequency  
   Type         Margin (%)        Cap (%)       Floor (%)        Date             (%)         Cap (%)      (months)       (months)  
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
Adjustable        5.000%          13.000%         6.750%          22             3.000%         1.000%        6              6      
Adjustable        5.000           12.948          6.948           22             3.000          1.000         6              6      
Adjustable        6.867           13.495          6.990           21             3.000          1.000         6              6      
Adjustable        6.404           12.896          6.809           22             2.976          1.000         6              6      
Adjustable        5.733           12.385          6.065           25             2.680          1.000         6              6      
Adjustable        2.125           12.000          0.000           4              3.000          1.000         6              6      
Adjustable        3.125           11.875          3.125           2              1.000          1.000         6              6      
Adjustable        2.833           11.808          8.015           9              1.491          1.460         12             12     
Adjustable        6.250           19.375         13.375           2              2.000          2.000         12             12     
Adjustable        6.107           14.112          7.783           21             2.538          1.133         6              6      
Adjustable        5.941           14.303          7.395           20             2.190          1.399         6              6      
Adjustable        5.952           13.719          7.309           21             2.628          1.129         6              6      
Adjustable        6.796           14.551          8.085           18             2.635          1.020         6              6      
Adjustable        6.450           16.953         10.365           4              2.298          1.181         6              6      
Adjustable        7.289           16.679         10.853           3              1.640          1.000         6              6      
Adjustable        8.250           20.000         13.500           2              1.500          1.000         6              6      
Adjustable        6.876           14.097          7.696           33             2.673          1.007         6              6      
Adjustable        6.124           13.263          6.710           33             2.106          1.000         6              6      
Adjustable        5.991           12.942          6.509           33             2.886          1.000         6              6      
Adjustable        6.982           14.366          7.651           32             2.736          1.041         6              6      
Adjustable        7.450           18.160         12.160           3              3.000          2.000         12             12     
Adjustable        2.250           12.250          2.250           51             6.000          2.000         6              6      
Adjustable        3.319           11.368          5.108           57             3.312          1.156         12             12     
Adjustable        5.293           13.030          7.030           58             3.000          1.000         6              6      
Adjustable        6.278           16.571         10.716           3              1.068          1.068         6              6      

--------------                                                                  

(1)  Principal payments on the Interest Only Mortgage Loans will commence on    
the 25th month of the term of such Mortgage Loans and the principal   
amortizes over 336 months.                                            

(2)  Principal payments on the Interest Only                                    
Mortgage Loans will commence on the 61st month of the term of such    
Mortgage Loans and the principal amortizes over 300 months.           

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Percentage of Original Principal Balance Outstanding(1) at the
Specified Percentages of the Prepayment Assumption

                                                        [Enlarge/Download Table]

                                                                 Class AF-1                            
                                    ------------  ------------  ------------  ------------  -----------
Distribution Date                        0%           50%           100%          150%         200%    
-----------------                   ------------  ------------  ------------  ------------  -----------
                                                                                                       
Initial Percentage                       100          100           100            100          100    
January 25, 2005                         98           86             73            60           47     
January 25, 2006                         97           72             50            30           14     
January 25, 2007                         95           59             32            11            0     
January 25, 2008                         93           49             28            11            0     
January 25, 2009                         91           40             22            11            0     
January 25, 2010                         88           35             17            10            0     
January 25, 2011                         86           31             13             8            0     
January 25, 2012                         83           27             11             5            0     
January 25, 2013                         80           23             8              3            0     
January 25, 2014                         76           20             7              1            0     
January 25, 2015                         73           17             6              0            0     
January 25, 2016                         69           15             5              0            0     
January 25, 2017                         64           13             4              0            0     
January 25, 2018                         60           11             3              0            0     
January 25, 2019                         49            9             1              0            0     
January 25, 2020                         45            8             *              0            0     
January 25, 2021                         42            7             0              0            0     
January 25, 2022                         38            6             0              0            0     
January 25, 2023                         35            5             0              0            0     
January 25, 2024                         31            4             0              0            0     
January 25, 2025                         28            4             0              0            0     
January 25, 2026                         25            3             0              0            0     
January 25, 2027                         22            3             0              0            0     
January 25, 2028                         19            3             0              0            0     
January 25, 2029                         15            2             0              0            0     
January 25, 2030                         11            1             0              0            0     
January 25, 2031                          7            0             0              0            0     
January 25, 2032                          2            0             0              0            0     
January 25, 2033                          0            0             0              0            0     
January 25, 2034                          0            0             0              0            0     
January 25, 2035                          0            0             0              0            0     

Weighted Avg. Life to Maturity (in                                                                     
   years) (2)                           15.72        5.99           3.29          1.99         1.04    

Weighted Avg. Life to Call                                                                             
   (in years) (2)                       15.71        5.44           2.84          1.63         1.04    

------------------                                                              
(1)  Rounded to the nearest whole percentage.                                   

(2)  The weighted average life of any class of Certificates is determined by (i)
     multiplying the assumed net reduction, if any, in the Certificate Principal
Balance on each Distribution Date of such class of Certificates by the
number of years from the date of issuance of the Certificates to the  
     related Distribution Date, (ii) summing the results, and (iii) dividing the
     sum by the aggregate amount of the assumed net reduction in the Certificate
Principal Balance of such class of Certificates.                      

*    Less than 0.5%, but greater than zero.                                     

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Percentage of Original Principal Balance Outstanding(1) at the
Specified Percentages of the Prepayment Assumption

                                                        [Enlarge/Download Table]

                                                                 Class AV-1                            
                                    ------------  ------------  ------------  ------------  -----------
Distribution Date                        0%           50%           100%          150%         200%    
-----------------                   ------------  ------------  ------------  ------------  -----------
                                                                                                       
Initial Percentage                       100          100           100            100          100    
January 25, 2005                         99           83             67            50           34     
January 25, 2006                         97           67             42            20            3     
January 25, 2007                         96           54             24             3            0     
January 25, 2008                         94           43             20             3            0     
January 25, 2009                         92           34             14             3            0     
January 25, 2010                         91           29             10             2            0     
January 25, 2011                         88           25             7              *            0     
January 25, 2012                         86           21             5              0            0     
January 25, 2013                         84           18             3              0            0     
January 25, 2014                         81           15             2              0            0     
January 25, 2015                         78           12             1              0            0     
January 25, 2016                         75           10             1              0            0     
January 25, 2017                         72            9             *              0            0     
January 25, 2018                         69            7             0              0            0     
January 25, 2019                         63            6             0              0            0     
January 25, 2020                         59            4             0              0            0     
January 25, 2021                         55            4             0              0            0     
January 25, 2022                         51            3             0              0            0     
January 25, 2023                         47            2             0              0            0     
January 25, 2024                         42            2             0              0            0     
January 25, 2025                         39            1             0              0            0     
January 25, 2026                         35            1             0              0            0     
January 25, 2027                         32            *             0              0            0     
January 25, 2028                         28            *             0              0            0     
January 25, 2029                         24            0             0              0            0     
January 25, 2030                         20            0             0              0            0     
January 25, 2031                         15            0             0              0            0     
January 25, 2032                         10            0             0              0            0     
January 25, 2033                          5            0             0              0            0     
January 25, 2034                          0            0             0              0            0     
January 25, 2035                          0            0             0              0            0     

Weighted Avg. Life to Maturity (in                                                                     
   years) (2)                           17.77        4.98           2.44          1.26         0.80    

Weighted Avg. Life to Call                                                                             
   (in years) (2)                       17.69        4.74           2.32          1.22         0.80    

------------------                                                              
(1)  Rounded to the nearest whole percentage.                                   

(2)  The weighted average life of any class of Certificates is determined by (i)
     multiplying the assumed net reduction, if any, in the Certificate Principal
Balance on each Distribution Date of such class of Certificates by the
number of years from the date of issuance of the Certificates to the  
     related Distribution Date, (ii) summing the results, and (iii) dividing the
     sum by the aggregate amount of the assumed net reduction in the Certificate
Principal Balance of such class of Certificates.                      

*    Less than 0.5%, but greater than zero.                                     

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Percentage of Original Principal Balance Outstanding(1) at the
Specified Percentages of the Prepayment Assumption

                                                        [Enlarge/Download Table]

                                                                 Class AV-2                            
                                    ------------  ------------  ------------  ------------  -----------
Distribution Date                        0%           50%           100%          150%         200%    
-----------------                   ------------  ------------  ------------  ------------  -----------
                                                                                                       
Initial Percentage                       100          100           100            100          100    
January 25, 2005                         98           79             60            40           21     
January 25, 2006                         97           61             30             4            0     
January 25, 2007                         95           45             8              0            0     
January 25, 2008                         93           31             4              0            0     
January 25, 2009                         91           21             0              0            0     
January 25, 2010                         89           15             0              0            0     
January 25, 2011                         86            9             0              0            0     
January 25, 2012                         83            5             0              0            0     
January 25, 2013                         80            1             0              0            0     
January 25, 2014                         77            0             0              0            0     
January 25, 2015                         73            0             0              0            0     
January 25, 2016                         70            0             0              0            0     
January 25, 2017                         66            0             0              0            0     
January 25, 2018                         62            0             0              0            0     
January 25, 2019                         55            0             0              0            0     
January 25, 2020                         51            0             0              0            0     
January 25, 2021                         46            0             0              0            0     
January 25, 2022                         41            0             0              0            0     
January 25, 2023                         36            0             0              0            0     
January 25, 2024                         30            0             0              0            0     
January 25, 2025                         26            0             0              0            0     
January 25, 2026                         22            0             0              0            0     
January 25, 2027                         18            0             0              0            0     
January 25, 2028                         13            0             0              0            0     
January 25, 2029                          9            0             0              0            0     
January 25, 2030                          3            0             0              0            0     
January 25, 2031                          0            0             0              0            0     
January 25, 2032                          0            0             0              0            0     
January 25, 2033                          0            0             0              0            0     
January 25, 2034                          0            0             0              0            0     
January 25, 2035                          0            0             0              0            0     

Weighted Avg. Life to Maturity (in                                                                     
   years) (2)                           15.63        3.15           1.49          0.88         0.60    

Weighted Avg. Life to Call                                                                             
   (in years) (2)                       15.63        3.15           1.49          0.88         0.60    

------------------                                                              

(1)  Rounded to the nearest whole percentage.                                   

(2)  The weighted average life of any class of Certificates is determined by (i)
     multiplying the assumed net reduction, if any, in the Certificate Principal
Balance on each Distribution Date of such class of Certificates by the
number of years from the date of issuance of the Certificates to the  
     related Distribution Date, (ii) summing the results, and (iii) dividing the
     sum by the aggregate amount of the assumed net reduction in the Certificate
Principal Balance of such class of Certificates.                      

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Percentage of Original Principal Balance Outstanding(1) at the
Specified Percentages of the Prepayment Assumption

                                                        [Enlarge/Download Table]

                                                                 Class AV-3                            
                                    ------------  ------------  ------------  ------------  -----------
Distribution Date                        0%           50%           100%          150%         200%    
-----------------                   ------------  ------------  ------------  ------------  -----------
                                                                                                       
Initial Percentage                       100          100           100            100          100    
January 25, 2005                         100          100           100            100          100    
January 25, 2006                         100          100           100            100          20     
January 25, 2007                         100          100           100            15            0     
January 25, 2008                         100          100           100            15            0     
January 25, 2009                         100          100            85            15            0     
January 25, 2010                         100          100            60            10            0     
January 25, 2011                         100          100            42             1            0     
January 25, 2012                         100          100            28             0            0     
January 25, 2013                         100          100            19             0            0     
January 25, 2014                         100          87             12             0            0     
January 25, 2015                         100          73             7              0            0     
January 25, 2016                         100          61             3              0            0     
January 25, 2017                         100          50             1              0            0     
January 25, 2018                         100          41             0              0            0     
January 25, 2019                         100          33             0              0            0     
January 25, 2020                         100          26             0              0            0     
January 25, 2021                         100          21             0              0            0     
January 25, 2022                         100          17             0              0            0     
January 25, 2023                         100          13             0              0            0     
January 25, 2024                         100          10             0              0            0     
January 25, 2025                         100           7             0              0            0     
January 25, 2026                         100           5             0              0            0     
January 25, 2027                         100           3             0              0            0     
January 25, 2028                         100           1             0              0            0     
January 25, 2029                         100           0             0              0            0     
January 25, 2030                         100           0             0              0            0     
January 25, 2031                         89            0             0              0            0     
January 25, 2032                         60            0             0              0            0     
January 25, 2033                         28            0             0              0            0     
January 25, 2034                          0            0             0              0            0     
January 25, 2035                          0            0             0              0            0     

Weighted Avg. Life to Maturity (in                                                                     
   years) (2)                           28.26        13.96          7.07          3.11         1.78    

Weighted Avg. Life to Call                                                                             
   (in years) (2)                       27.74        12.57          6.38          2.87         1.78    

------------------                                                              
(1)  Rounded to the nearest whole percentage.                                   

(2)  The weighted average life of any class of Certificates is determined by (i)
     multiplying the assumed net reduction, if any, in the Certificate Principal
Balance on each Distribution Date of such class of Certificates by the
number of years from the date of issuance of the Certificates to the  
     related Distribution Date, (ii) summing the results, and (iii) dividing the
     sum by the aggregate amount of the assumed net reduction in the Certificate
Principal Balance of such class of Certificates.                      

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Specified Percentages of the Prepayment Assumption

                                                        [Enlarge/Download Table]

                                                                 Class M-1                             
                                    ------------  ------------  ------------  ------------  -----------
Distribution Date                        0%           50%           100%          150%         200%    
-----------------                   ------------  ------------  ------------  ------------  -----------
                                                                                                       
Initial Percentage                       100          100           100            100          100    
January 25, 2005                         100          100           100            100          100    
January 25, 2006                         100          100           100            100          100    
January 25, 2007                         100          100           100            100          84     
January 25, 2008                         100          100            59            100          76     
January 25, 2009                         100          95             43            38           38     
January 25, 2010                         100          81             32            11           17     
January 25, 2011                         100          69             23             7            4     
January 25, 2012                         100          59             17             4            0     
January 25, 2013                         100          50             13             0            0     
January 25, 2014                         100          43             9              0            0     
January 25, 2015                         100          36             7              0            0     
January 25, 2016                         100          31             5              0            0     
January 25, 2017                         100          26             3              0            0     
January 25, 2018                         100          22             0              0            0     
January 25, 2019                         100          17             0              0            0     
January 25, 2020                         100          14             0              0            0     
January 25, 2021                         100          12             0              0            0     
January 25, 2022                         100          10             0              0            0     
January 25, 2023                         100           8             0              0            0     
January 25, 2024                         100           7             0              0            0     
January 25, 2025                         93            5             0              0            0     
January 25, 2026                         84            4             0              0            0     
January 25, 2027                         75            2             0              0            0     
January 25, 2028                         66            0             0              0            0     
January 25, 2029                         56            0             0              0            0     
January 25, 2030                         45            0             0              0            0     
January 25, 2031                         33            0             0              0            0     
January 25, 2032                         20            0             0              0            0     
January 25, 2033                          9            0             0              0            0     
January 25, 2034                          0            0             0              0            0     
January 25, 2035                          0            0             0              0            0     

Weighted Avg. Life to Maturity (in                                                                     
   years) (2)                           25.29        10.41          5.58          5.04         4.65    

Weighted Avg. Life to Call                                                                             
   (in years) (2)                       25.12        9.59           5.06          4.56         3.14    

------------------                                                              
(1)  Rounded to the nearest whole percentage.                                   

(2)  The weighted average life of any class of Certificates is determined by (i)
     multiplying the assumed net reduction, if any, in the Certificate Principal
Balance on each Distribution Date of such class of Certificates by the
number of years from the date of issuance of the Certificates to the  
     related Distribution Date, (ii) summing the results, and (iii) dividing the
     sum by the aggregate amount of the assumed net reduction in the Certificate
Principal Balance of such class of Certificates.                      

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Specified Percentages of the Prepayment Assumption

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                                                                 Class M-2                             
                                    ------------  ------------  ------------  ------------  -----------
Distribution Date                        0%           50%           100%          150%         200%    
-----------------                   ------------  ------------  ------------  ------------  -----------
                                                                                                       
Initial Percentage                       100          100           100            100          100    
January 25, 2005                         100          100           100            100          100    
January 25, 2006                         100          100           100            100          100    
January 25, 2007                         100          100           100            100          100    
January 25, 2008                         100          100            59            38           12     
January 25, 2009                         100          95             43            17            6     
January 25, 2010                         100          81             32            11            0     
January 25, 2011                         100          69             23             7            0     
January 25, 2012                         100          59             17             1            0     
January 25, 2013                         100          50             13             0            0     
January 25, 2014                         100          43             9              0            0     
January 25, 2015                         100          36             7              0            0     
January 25, 2016                         100          31             3              0            0     
January 25, 2017                         100          26             0              0            0     
January 25, 2018                         100          22             0              0            0     
January 25, 2019                         100          17             0              0            0     
January 25, 2020                         100          14             0              0            0     
January 25, 2021                         100          12             0              0            0     
January 25, 2022                         100          10             0              0            0     
January 25, 2023                         100           8             0              0            0     
January 25, 2024                         100           7             0              0            0     
January 25, 2025                         93            4             0              0            0     
January 25, 2026                         84            1             0              0            0     
January 25, 2027                         75            0             0              0            0     
January 25, 2028                         66            0             0              0            0     
January 25, 2029                         56            0             0              0            0     
January 25, 2030                         45            0             0              0            0     
January 25, 2031                         33            0             0              0            0     
January 25, 2032                         20            0             0              0            0     
January 25, 2033                          9            0             0              0            0     
January 25, 2034                          0            0             0              0            0     
January 25, 2035                          0            0             0              0            0     

Weighted Avg. Life to Maturity (in                                                                     
   years) (2)                           25.28        10.34          5.49          4.34         3.57    

Weighted Avg. Life to Call                                                                             
   (in years) (2)                       25.12        9.59           5.01          4.02         3.24    

------------------                                                              
(1)  Rounded to the nearest whole percentage.                                   

(2)  The weighted average life of any class of Certificates is determined by (i)
     multiplying the assumed net reduction, if any, in the Certificate Principal
Balance on each Distribution Date of such class of Certificates by the
number of years from the date of issuance of the Certificates to the  
     related Distribution Date, (ii) summing the results, and (iii) dividing the
     sum by the aggregate amount of the assumed net reduction in the Certificate
Principal Balance of such class of Certificates.                      

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Percentage of Original Principal Balance Outstanding(1) at the
Specified Percentages of the Prepayment Assumption

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                                                                 Class M-3                             
                                    ------------  ------------  ------------  ------------  -----------
Distribution Date                        0%           50%           100%          150%         200%    
-----------------                   ------------  ------------  ------------  ------------  -----------
                                                                                                       
Initial Percentage                       100          100           100            100          100    
January 25, 2005                         100          100           100            100          100    
January 25, 2006                         100          100           100            100          100    
January 25, 2007                         100          100           100            100          35     
January 25, 2008                         100          100            59            28           12     
January 25, 2009                         100          95             43            17            0     
January 25, 2010                         100          81             32            11            0     
January 25, 2011                         100          69             23             3            0     
January 25, 2012                         100          59             17             0            0     
January 25, 2013                         100          50             13             0            0     
January 25, 2014                         100          43             9              0            0     
January 25, 2015                         100          36             3              0            0     
January 25, 2016                         100          31             0              0            0     
January 25, 2017                         100          26             0              0            0     
January 25, 2018                         100          22             0              0            0     
January 25, 2019                         100          17             0              0            0     
January 25, 2020                         100          14             0              0            0     
January 25, 2021                         100          12             0              0            0     
January 25, 2022                         100          10             0              0            0     
January 25, 2023                         100           8             0              0            0     
January 25, 2024                         100           2             0              0            0     
January 25, 2025                         93            0             0              0            0     
January 25, 2026                         84            0             0              0            0     
January 25, 2027                         75            0             0              0            0     
January 25, 2028                         66            0             0              0            0     
January 25, 2029                         56            0             0              0            0     
January 25, 2030                         45            0             0              0            0     
January 25, 2031                         33            0             0              0            0     
January 25, 2032                         20            0             0              0            0     
January 25, 2033                          9            0             0              0            0     
January 25, 2034                          0            0             0              0            0     
January 25, 2035                          0            0             0              0            0     

Weighted Avg. Life to Maturity (in                                                                     
   years) (2)                           25.27        10.25          5.40          4.08         3.20    

Weighted Avg. Life to Call                                                                             
   (in years) (2)                       25.12        9.59           4.99          3.81         3.02    

------------------                                                              
(1)  Rounded to the nearest whole percentage.                                   

(2)  The weighted average life of any class of Certificates is determined by (i)
     multiplying the assumed net reduction, if any, in the Certificate Principal
Balance on each Distribution Date of such class of Certificates by the
number of years from the date of issuance of the Certificates to the  
     related Distribution Date, (ii) summing the results, and (iii) dividing the
     sum by the aggregate amount of the assumed net reduction in the Certificate
Principal Balance of such class of Certificates.                      

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Percentage of Original Principal Balance Outstanding(1) at the
Specified Percentages of the Prepayment Assumption

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                                                                 Class B-1                             
                                    ------------  ------------  ------------  ------------  -----------
Distribution Date                        0%           50%           100%          150%         200%    
-----------------                   ------------  ------------  ------------  ------------  -----------
                                                                                                       
Initial Percentage                       100          100           100            100          100    
January 25, 2005                         100          100           100            100          100    
January 25, 2006                         100          100           100            100          100    
January 25, 2007                         100          100           100            100          24     
January 25, 2008                         100          100            59            28           12     
January 25, 2009                         100          95             43            17            0     
January 25, 2010                         100          81             32            11            0     
January 25, 2011                         100          69             23             0            0     
January 25, 2012                         100          59             17             0            0     
January 25, 2013                         100          50             13             0            0     
January 25, 2014                         100          43             9              0            0     
January 25, 2015                         100          36             0              0            0     
January 25, 2016                         100          31             0              0            0     
January 25, 2017                         100          26             0              0            0     
January 25, 2018                         100          22             0              0            0     
January 25, 2019                         100          17             0              0            0     
January 25, 2020                         100          14             0              0            0     
January 25, 2021                         100          12             0              0            0     
January 25, 2022                         100          10             0              0            0     
January 25, 2023                         100           3             0              0            0     
January 25, 2024                         100           0             0              0            0     
January 25, 2025                         93            0             0              0            0     
January 25, 2026                         84            0             0              0            0     
January 25, 2027                         75            0             0              0            0     
January 25, 2028                         66            0             0              0            0     
January 25, 2029                         56            0             0              0            0     
January 25, 2030                         45            0             0              0            0     
January 25, 2031                         33            0             0              0            0     
January 25, 2032                         20            0             0              0            0     
January 25, 2033                          6            0             0              0            0     
January 25, 2034                          0            0             0              0            0     
January 25, 2035                          0            0             0              0            0     

Weighted Avg. Life to Maturity (in                                                                     
   years) (2)                           25.26        10.18          5.36          3.98         3.08    

Weighted Avg. Life to Call                                                                             
   (in years) (2)                       25.12        9.59           4.99          3.74         2.92    

------------------                                                              
(1)  Rounded to the nearest whole percentage.                                   

(2)  The weighted average life of any class of Certificates is determined by (i)
     multiplying the assumed net reduction, if any, in the Certificate Principal
Balance on each Distribution Date of such class of Certificates by the
number of years from the date of issuance of the Certificates to the  
     related Distribution Date, (ii) summing the results, and (iii) dividing the
     sum by the aggregate amount of the assumed net reduction in the Certificate
Principal Balance of such class of Certificates.                      

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Percentage of Original Principal Balance Outstanding(1) at the
Specified Percentages of the Prepayment Assumption

                                                        [Enlarge/Download Table]

                                                                 Class B-2                             
                                    ------------  ------------  ------------  ------------  -----------
Distribution Date                        0%           50%           100%          150%         200%    
-----------------                   ------------  ------------  ------------  ------------  -----------
                                                                                                       
Initial Percentage                       100          100           100            100          100    
January 25, 2005                         100          100           100            100          100    
January 25, 2006                         100          100           100            100          100    
January 25, 2007                         100          100           100            100          24     
January 25, 2008                         100          100            59            28           12     
January 25, 2009                         100          95             43            17            0     
January 25, 2010                         100          81             32             7            0     
January 25, 2011                         100          69             23             0            0     
January 25, 2012                         100          59             17             0            0     
January 25, 2013                         100          50             13             0            0     
January 25, 2014                         100          43             *              0            0     
January 25, 2015                         100          36             0              0            0     
January 25, 2016                         100          31             0              0            0     
January 25, 2017                         100          26             0              0            0     
January 25, 2018                         100          22             0              0            0     
January 25, 2019                         100          17             0              0            0     
January 25, 2020                         100          14             0              0            0     
January 25, 2021                         100          12             0              0            0     
January 25, 2022                         100           3             0              0            0     
January 25, 2023                         100           0             0              0            0     
January 25, 2024                         100           0             0              0            0     
January 25, 2025                         93            0             0              0            0     
January 25, 2026                         84            0             0              0            0     
January 25, 2027                         75            0             0              0            0     
January 25, 2028                         66            0             0              0            0     
January 25, 2029                         56            0             0              0            0     
January 25, 2030                         45            0             0              0            0     
January 25, 2031                         33            0             0              0            0     
January 25, 2032                         20            0             0              0            0     
January 25, 2033                          0            0             0              0            0     
January 25, 2034                          0            0             0              0            0     
January 25, 2035                          0            0             0              0            0     

Weighted Avg. Life to Maturity (in                                                                     
   years) (2)                           25.25        10.07          5.28          3.89         2.98    

Weighted Avg. Life to Call                                                                             
   (in years) (2)                       25.12        9.59           4.98          3.69         2.85    

------------------                                                              
(1)  Rounded to the nearest whole percentage.                                   

(2)  The weighted average life of any class of Certificates is determined by (i)
     multiplying the assumed net reduction, if any, in the Certificate Principal
Balance on each Distribution Date of such class of Certificates by the
number of years from the date of issuance of the Certificates to the  
     related Distribution Date, (ii) summing the results, and (iii) dividing the
     sum by the aggregate amount of the assumed net reduction in the Certificate
Principal Balance of such class of Certificates.                      

*   Less than 0.5%, but greater than zero.                                      

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Percentage of Original Principal Balance Outstanding(1) at the
Specified Percentages of the Prepayment Assumption

                                                        [Enlarge/Download Table]

                                                                 Class B-3                             
                                    ------------  ------------  ------------  ------------  -----------
Distribution Date                        0%           50%           100%          150%         200%    
-----------------                   ------------  ------------  ------------  ------------  -----------
                                                                                                       
Initial Percentage                       100          100           100            100          100    
January 25, 2005                         100          100           100            100          100    
January 25, 2006                         100          100           100            100          100    
January 25, 2007                         100          100           100            100          24     
January 25, 2008                         100          100            59            28            *     
January 25, 2009                         100          95             43            17            0     
January 25, 2010                         100          81             32             0            0     
January 25, 2011                         100          69             23             0            0     
January 25, 2012                         100          59             17             0            0     
January 25, 2013                         100          50             3              0            0     
January 25, 2014                         100          43             0              0            0     
January 25, 2015                         100          36             0              0            0     
January 25, 2016                         100          31             0              0            0     
January 25, 2017                         100          26             0              0            0     
January 25, 2018                         100          22             0              0            0     
January 25, 2019                         100          17             0              0            0     
January 25, 2020                         100           8             0              0            0     
January 25, 2021                         100           *             0              0            0     
January 25, 2022                         100           0             0              0            0     
January 25, 2023                         100           0             0              0            0     
January 25, 2024                         100           0             0              0            0     
January 25, 2025                         93            0             0              0            0     
January 25, 2026                         84            0             0              0            0     
January 25, 2027                         75            0             0              0            0     
January 25, 2028                         66            0             0              0            0     
January 25, 2029                         56            0             0              0            0     
January 25, 2030                         45            0             0              0            0     
January 25, 2031                         33            0             0              0            0     
January 25, 2032                         20            0             0              0            0     
January 25, 2033                          0            0             0              0            0     
January 25, 2034                          0            0             0              0            0     
January 25, 2035                          0            0             0              0            0     

Weighted Avg. Life to Maturity (in                                                                     
   years) (2)                           25.21        9.88           5.16          3.77         2.87    

Weighted Avg. Life to Call                                                                             
   (in years) (2)                       25.12        9.59           4.97          3.64         2.79    

------------------                                                              
(1)  Rounded to the nearest whole percentage.                                   

(2)  The weighted average life of any class of Certificates is determined by (i)
     multiplying the assumed net reduction, if any, in the Certificate Principal
Balance on each Distribution Date of such class of Certificates by the
number of years from the date of issuance of the Certificates to the  
     related Distribution Date, (ii) summing the results, and (iii) dividing the
     sum by the aggregate amount of the assumed net reduction in the Certificate
Principal Balance of such class of Certificates.                      

*    Less than 0.5%, but greater than zero.                                     

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Final Scheduled Distribution Dates                                              

The Final Scheduled Distribution Date of each class of Offered
Certificates is set forth under "Summary of Prospectus Supplement" in this      
Prospectus Supplement. The Final Scheduled Distribution Dates for such          
Certificates has been calculated on the basis of the Structuring Assumptions and
the assumption that there are no prepayments. Since the rate of distributions in
reduction of the Certificate Principal Balance of each class of Offered         
Certificates will depend on the rate of payment (including prepayments) of the  
Mortgage Loans, the Certificate Principal Balance of any such class could be    
reduced to zero significantly earlier or later than the Final Scheduled         
Distribution Date. The rate of payments on the Mortgage Loans will depend on    
their particular characteristics, as well as on prevailing interest rates from  
time to time and other economic factors, and no assurance can be given as to the
actual payment experience of the Mortgage Loans.                                

USE OF PROCEEDS 

      The Depositor will apply the net proceeds of the sale of the Offered
Certificates to the purchase price of the Mortgage Loans transferred to the     
Trust Fund. See "Method of Distribution" in this Prospectus Supplement.         

CERTAIN MATERIAL FEDERAL INCOME TAX CONSEQUENCES
General                                                                         

       The Pooling and Servicing Agreement provides that the Trust Fund will
comprise multiple REMICs organized in a tiered REMIC structure consisting of one
or more Lower Tier REMICs and one or more Upper Tier REMICs. Each Lower Tier    
REMIC will issue uncertificated regular interests and those interests will be   
held entirely by a REMIC above it in the tiered structure. Each of the Lower    
Tier REMICs and Upper Tier REMICs will designate a single class of interests as 
the residual interest in that REMIC. Elections will be made to treat each Lower 
Tier REMIC and Upper Tier REMIC as a REMIC for federal income tax purposes.     
Except to the extent described in the next paragraph, each class of Offered     
Certificates will represent beneficial ownership of the corresponding class of  
regular interests issued by the applicable Upper Tier REMIC. The Trust Fund will
also include a grantor trust which will hold the uncertificated interests in    
each Upper Tier REMIC and the Basis Risk Arrangements, as defined below.        

        The Offered Certificates, other than the Class AF-1 Certificates, will
represent beneficial ownership of the corresponding class of regular interests  
issued by the applicable Upper Tier REMIC and of the right to receive LIBOR     
Carryover Amounts from amounts otherwise distributable to the Class X and Class 
N Certificates as part of the Monthly Excess Cashflow Amount or, with respect to
the Class M and Offered Class B Certificates only and to the extent such amounts
are insufficient, from the Yield Maintenance Agreement, to the extent available.
Holders of such Offered Certificates must allocate their basis between their    
regular interest and their right to receive such LIBOR Carryover Amounts as set 
forth below under "--Taxation of Basis Risk Arrangements."                      

         Upon the issuance of the Offered Certificates, Cadwalader, Wickersham &
Taft LLP will deliver its opinion to the effect that, assuming compliance with  
the Pooling and Servicing Agreement, for federal income tax purposes, each Lower
Tier REMIC and Upper Tier REMIC will qualify as a REMIC within the meaning of   
Section 860D of the Internal Revenue Code of 1986, as amended (the "Code") and  
the portion of the Trust Fund exclusive of the REMICs will qualify as a grantor 
trust under Subpart E, Part 1 of Subchapter J of the Code.                      

Taxation of Regular Interests                                                   

         For federal income tax reporting purposes, the regular interest portion
of the classes of Offered Certificates may be treated as having been issued with
original issue discount ("OID"). The Prepayment Assumption that will be used in 
determining the rate of accrual of original issue discount, premium and market  
discount, if any, for federal income tax purposes will be based on the          
assumption that subsequent to the date of any determination the Mortgage Loans  
will prepay at a constant rate of 28% CPR with respect to the Adjustable-Rate   
Mortgage Loans and 23% HEP with respect to the Fixed-Rate Mortgage Loans. No    
representation is made that the Mortgage Loans will prepay at such rate or at   
any other rate. See "Federal Income Tax Consequences--REMICs--Taxation of Owners
of Regular Securities--Original Issue Discount" in the Prospectus.              

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       The IRS has issued regulations (the "OID Regulations") under Sections
1271 to 1275 of the Code generally addressing the treatment of debt instruments 
issued with original issue discount. Purchasers of the Offered Certificates     
should be aware that the OID Regulations do not adequately address certain      
issues relevant to, or are not applicable to, securities such as the Offered    
Certificates. Because of the uncertainty concerning the application of Section  
1272(a)(6) of the Code to such Certificates, and because the rules of the OID   
Regulations are limited in their application in ways that could preclude their  
application to such Certificates even in the absence of Section 1272(a)(6) of   
the Code, the IRS could assert that the Offered Certificates should be treated  
as issued with original issue discount or should be governed by the rules       
applicable to debt instruments having contingent payments or by some other      
manner not yet set forth in regulations. Prospective purchasers of the Offered  
Certificates are advised to consult their tax advisors concerning the tax       
treatment of such Certificates.                                                 

        The Offered Certificates generally will be treated as assets described
in Section 7701(a)(19)(C) of the Code for a domestic building and loan          
association and "real estate assets" under Section 856(c)(5)(B) of the Code for 
a real estate investment trust (a "REIT"), in the same proportion that the      
assets in the Trust Fund would be so treated. In addition, interest on the      
Offered Certificates generally will be treated as "interest on obligations      
secured by mortgages on real property" under Section 856(c)(3)(B) of the Code   
for a REIT, to the extent that the Offered Certificates are treated as "real    
estate assets" under Section 856(c)(5)(B) of the Code. See "Federal Income Tax  
Consequences--REMICs--Characterization of Investments in REMIC Securities" in   
the Prospectus. If more than 95% of the regular interests and income qualify for
these treatments, the regular interests generally will qualify for such         
treatments in their entirety. However, no portion of an Offered                 
Certificateholder's basis or income allocable to a Basis Risk Arrangement will  
qualify for such treatment. As a result, the Offered Certificates, other than   
the Class AF-1 Certificates, are not suitable investments for inclusion in      
another REMIC.                                                                  

Taxation of the Basis Risk Arrangements                                         

         General. Each holder of an Offered Certificate, other than a Class AF-1
Certificate, will be treated for federal income tax purposes as having entered  
into a notional principal contract pursuant to its rights to receive payment    
with respect to LIBOR Carryover Amounts on the date it purchases its            
Certificates. The rights to receive such payments (referred to as the "Basis    
Risk Arrangements") are beneficially owned by holders of such Offered           
Certificates in the portion of the Trust Fund, exclusive of the REMICs, which is
treated as a grantor trust for federal income tax purposes. The Internal Revenue
Service (the "IRS") has issued final regulations under Section 446 of the Code  
relating to notional principal contracts (the "Swap Regulations").              

        In general, the holders of such Offered Certificates must allocate the
price they pay for the Offered Certificates between their REMIC regular interest
and the applicable Basis Risk Arrangement based on their relative fair market   
values. To the extent rights to receive payments are determined to have a value 
on the Closing Date that is greater than zero, a portion of such purchase price 
will be allocable to such rights, and such portion will be treated as a cap     
premium (the "Cap Premium") paid by the holders of Offered Certificates. A      
holder of an Offered Certificate will be required to amortize the Cap Premium   
under a level payment method as if the Cap Premium represented the present value
of a series of equal payments made over the life of the applicable Basis Risk   
Arrangement (adjusted to take into account decreases in notional principal      
amount), discounted at a rate equal to the rate used to determine the amount of 
the Cap Premium (or some other reasonable rate). Prospective purchasers of such 
Offered Certificates should consult their own tax advisors regarding the        
appropriate method of amortizing any Cap Premium. The Swap Regulations treat a  
nonperiodic payment made under a cap contract as a loan for federal income tax  
purposes if the payment is "significant." It is not known whether any Cap       
Premium would be treated in part as a loan under the Swap Regulations.          

      Under the Swap Regulations (i) all taxpayers must recognize periodic
payments with respect to a notional principal contract under the accrual method 
of accounting, and (ii) any periodic payments received under the applicable     
Basis Risk Arrangement must be netted against payments, if any, deemed made as a
result of the Cap Premiums over the recipient's taxable year, rather than       
accounted for on a gross basis. Net income or deduction with respect to net     
payments under a notional principal contract for a taxable year should          
constitute ordinary income or ordinary deduction. The IRS could contend the     
amount is capital gain or loss, but such treatment is unlikely, at least in the 
absence of further regulations. Any regulations requiring capital gain or loss  
treatment presumably would apply only prospectively. Individuals may be limited 
in their ability to deduct any such net deduction and should consult their tax  
advisors prior to investing in such Offered Certificates.                       

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        Any amount of proceeds from the sale, redemption or retirement of such
Offered Certificate that is considered to be allocated to rights under a Basis  
Risk Arrangement would be considered a "termination payment" under the Swap     
Regulations. It is anticipated that the Trustee will account for any termination
payments for reporting purposes in accordance with the Swap Regulations, as     
described below.                                                                

       Termination Payments. Any amount of sales proceeds that is considered
to be allocated to the selling beneficial owner's rights under the applicable   
Basis Risk Arrangement in connection with the sale or exchange of the Offered   
Certificate would be considered a "termination payment" under the Swap          
Regulations allocable to that Offered Certificate. A holder of such Offered     
Certificate will have gain or loss from such a termination of a Basis Risk      
Arrangement equal to (i) any termination payment it received or is deemed to    
have received minus (ii) the unamortized portion of any Cap Premium paid (or    
deemed paid) by the beneficial owner upon entering into or acquiring its        
interest in a Basis Risk Arrangement.                                           

        Gain or loss realized upon the termination of a Basis Risk Arrangement
will generally be treated as capital gain or loss. Moreover, in the case of a   
bank or thrift institution, Code Section 582(c) would likely not apply to treat 
such gain or loss as ordinary.                                                  

REMIC Taxes and Reporting                                                       

It is not anticipated that the Trust Fund will engage in any  
transactions that would subject it to the prohibited transactions tax as defined
in Section 860F(a)(2) of the Code, the contributions tax as defined in Section  
860G(d) of the Code or the tax on net income from foreclosure property as       
defined in Section 860G(c) of the Code. However, in the event that any such tax 
is imposed on the Trust Fund, such tax will be borne (i) by the Trustee, if the 
Trustee has breached its obligations with respect to REMIC compliance under the 
Agreement, (ii) the Servicer, if the Servicer has breached its obligations with 
respect to REMIC compliance under the Agreement, and (iii) otherwise by the     
Trust Fund, with a resulting reduction in amounts otherwise distributable to    
Holders of the Offered Certificates. See "Description of the                    
Securities--General" and "Federal Income Tax Consequences--REMICs--Taxes That   
May Be Imposed on the REMIC Pool--Prohibited Transactions" in the Prospectus.   

      The responsibility for filing annual federal information returns and
other reports will be borne by the Trustee. See "Federal Income Tax             
Consequences--REMICs--Taxes That May Be Imposed on the REMIC                    
Pool--Administrative Matters" in the Prospectus.                                

       For further information regarding the federal income tax consequences
of investing in the Offered                                                     
Certificates, see "Federal Income Tax Consequences--REMICs" in the Prospectus.  

 STATE TAXES

       The Depositor makes no representations regarding the tax consequences
of purchase, ownership or disposition of the Offered Certificates under the tax 
laws of any state. Investors considering an investment in the Offered           
Certificates should consult their own tax advisors regarding such tax           
consequences.                                                                   

   All investors should consult their own tax advisors regarding the
federal, state, local or foreign income tax consequences of the purchase,       
ownership and disposition of the Offered Certificates.                          

ERISA CONSIDERATIONS

        Section 406 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), prohibits "parties in interest" with respect to an employee  
benefit plan subject to ERISA and/or a plan or other arrangement subject to the 
excise tax provisions set forth under Section 4975 of the Code (each of the     
foregoing, an "ERISA Plan") from engaging in certain transactions involving such
ERISA Plan and its assets unless a statutory, regulatory or administrative      
exemption applies to the transaction. Section 4975 of the Code imposes certain  
excise taxes on prohibited transactions involving plans described under that    
Section; ERISA authorizes the imposition of civil penalties for prohibited      
transactions involving plans not covered under Section 4975 of the Code. Any    
ERISA Plan fiduciary which proposes to cause an ERISA Plan to acquire any of the
Class A Certificates should consult with its counsel with respect to the        
potential consequences under ERISA and the Code of the ERISA Plan's acquisition 
and ownership of such Certificates. See "ERISA Considerations" in the           
Prospectus.                                                                     

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  Certain employee benefit plans, including governmental plans and
certain church plans (collectively with ERISA Plans, "Plans"), are not subject  
to ERISA's requirements. However, such plans may be subject to the provisions of
other applicable federal, state or local law ("Similar Law") materially similar 
to the foregoing provisions of ERISA and the Code. Any such plan which is       
qualified and exempt from taxation under Sections 401(a) and 501(a) of the Code 
may nonetheless be subject to the prohibited transaction rules set forth in     
Section 503 of the Code.                                                        

    Except as noted above, investments by Plans are subject to ERISA's
general fiduciary requirements, including the requirement of investment prudence
and diversification and the requirement that a Plan's investments be made in    
accordance with the documents governing the Plan. A fiduciary which decides to  
invest the assets of a Plan in the Class A Certificates should consider, among  
other factors, the extreme sensitivity of the investments to the rate of        
principal payments (including prepayments) on the Mortgage Loans.               

       The U.S. Department of Labor has extended to each of the Underwriters
an administrative exemption (collectively, the "Exemptions" and each, an        
"Exemption") from certain of the prohibited transaction rules of ERISA and the  
related excise tax provisions of Section 4975 of the Code with respect to the   
initial purchase, the holding and the subsequent resale by Plans of certificates
in pass-through trusts that consist of certain receivables, loans and other     
obligations that meet the conditions and requirements of the Exemptions. The    
Exemptions can apply to certificates in a pass-through trust holding mortgage   
loans, and the Exemptions may apply to the Class A Certificates.                

         Among the conditions that must be satisfied for the Exemptions to apply
are the following:                                                              

(1) the acquisition of the certificates by a Plan is on terms 
(including the price for the certificates) that are at least as favorable to the
Plan as they would be in an arm's length transaction with an unrelated party;   

         (2) the certificates acquired by the Plan have received a rating at the
time of such acquisition that is one of the four highest generic rating         
categories from S&P, Moody's or Fitch (collectively, the "Exemption Rating      
Agencies");                                                                     

     (3) the trustee must not be an affiliate of any other member of the
Restricted Group (as defined below) other than an underwriter;                  

         (4) the sum of all payments made to and retained by the underwriters in
connection with the distribution of the certificates represents not more than   
reasonable compensation for underwriting the certificates; the sum of all       
payments made to and retained by the seller pursuant to the assignment of the   
loans to the trust represents not more than the fair market value of such loans;
the sum of all payments made to and retained by the servicer represents not more
than reasonable compensation for such person's services under the agreement     
pursuant to which the loans are pooled and reimbursements of such person's      
reasonable expenses in connection therewith; and                                

        (5) the Plan investing in the certificates is an "accredited investor"
as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange     
Commission under the Securities Act of 1933, as amended (the "Act").            

The trust must also meet the following requirements:          

            (i) the corpus of the trust must consist solely of assets of the
type that have been included in other investment pools;               

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          (ii)certificates in such other investment pools must have been
    rated in one of the four highest generic rating categories by an Exemption
Rating Agency for at least one year prior to the Plan's acquisition of
certificates; and                                                     

            (iii) certificates evidencing interests in such other investment
   pools must have been purchased by investors other than Plans for at least
one year prior to any Plan's acquisition of the certificates.         

Moreover, the Exemptions provide relief from certain          
self-dealing/conflict of interest prohibited transactions that may occur when   
the Plan fiduciary causes a Plan to acquire certificates in a trust holding     
receivables as to which the fiduciary (or its affiliate) is an obligor provided 
that, among other requirements, (i) in the case of an acquisition in connection 
with the initial issuance of certificates, at least fifty percent (50%) of each 
class of certificates in which Plans have invested is acquired by persons       
independent of the Restricted Group; (ii) such fiduciary (or its affiliate) is  
an obligor with respect to five percent (5%) or less of the fair market value of
the obligations contained in the trust; (iii) a Plan's investment in            
certificates of any class does not exceed twenty-five percent (25%) of all of   
the certificates of that class outstanding at the time of the acquisition; and  
(iv) immediately after the acquisition, no more than twenty-five percent (25%)  
of the assets of any Plan with respect to which such person is a fiduciary are  
invested in certificates representing an interest in one or more trusts         
containing assets sold or serviced by the same entity. The Exemptions do not    
apply to Plans sponsored by any Underwriter, the Trustee, the Servicer, any     
obligor with respect to Mortgage Loans included in the Trust constituting more  
than five percent of the aggregate unamortized principal balance of the assets  
in the Trust, or any affiliate of such parties (the "Restricted Group").        

         Notwithstanding the discussion above, special rules apply regarding the
Exemptions in the case of certificates backed by pools containing residential or
home equity loans with loan-to-value ratios in excess of 100%:                  

         (a) The rights and interests evidenced by such certificates acquired by
Plans cannot be subordinated to the rights and interests evidenced by other     
certificates of the same trust;                                                 

     (b) Such certificates acquired by Plans must have received a rating
from an Exemption Rating Agency at the time of such acquisition that is in one  
of the two highest generic rating categories; and                               

       (c) Any obligation included in the pool must be secured by collateral
whose fair market value on the date of issuance of the securities is at least   
equal to 80% of the sum of (I) the outstanding principal balance due under the  
obligation which is included in the pool and (II) the outstanding principal     
balance of any other obligation of higher priority secured by the same          
collateral.                                                                     

      Because the Mortgage Pool contains Mortgage Loans with loan-to-value
ratios in excess of 100%, the special rules discussed above will apply to the   
acquisition of Certificates by Plans. Consequently, the Exemptions will apply to
the acquisition and holding by Plans of the Class A Certificates if all         
conditions of the Exemptions are met.                                           

Because the characteristics of the Class M and Offered Class B
Certificates may not meet the requirements of the Exemptions or any other       
available exemption, the purchase and holding of the Class M and Offered Class B
Certificates by a Plan may result in prohibited transactions or the imposition  
of excise taxes or civil penalties. Consequently, transfers of the Class M and  
Offered Class B Certificates will not be registered by the Trustee unless the   
Trustee receives: (i) a representation from the transferee of such Certificate, 
acceptable to and in form and substance satisfactory to the Trustee, to the     
effect that such transferee is not a Plan, or a person acting on behalf of a    
Plan or using the assets of a Plan to effect such transfer; (ii) if the         
purchaser is an insurance company, a representation that the purchaser is an    
insurance company which is purchasing such Certificates with funds contained in 
an "insurance company general account" (as such term is defined in Section V(e) 
of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the    
purchase and holding of such Certificates are covered under Sections I and III  
of PTCE 95-60; or (iii) an opinion of counsel satisfactory to the Trustee that  
the purchase or holding of such Certificate by a Plan, any person acting on     
behalf of a Plan or using such Plan's assets, will not result in the assets of  
the Trust Fund being deemed to be "plan assets" and subject to the prohibited   
transaction requirements of ERISA, the Code or Similar Law and will not subject 
the Depositor, the Servicer or the Trustee to any obligation in addition to     
those undertaken in the Pooling and Servicing Agreement. Such representation as 
described above will be deemed to have been made to the Trustee by a beneficial 
owner's acceptance of a Class M or Offered Class B Certificate in book-entry    
form. In the event that such representation is violated, or any attempt to      
transfer to a Plan or person acting on behalf of a Plan or using a Plan's assets
is attempted without the opinion of counsel described above, such attempted     
transfer or acquisition shall be void and of no effect.                         

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     Prospective Plan investors should consult with their legal advisors
concerning the impact of ERISA, the Code and Similar Law, the applicability of  
PTCE 83-1 described in the Prospectus and the Exemptions, and the potential     
consequences in their specific circumstances, prior to making an investment in  
the Class A Certificates. Moreover, each Plan fiduciary should determine whether
under the general fiduciary standards of investment prudence and                
diversification, an investment in the Class A Certificates is appropriate for   
the Plan, taking into account the overall investment policy of the Plan and the 
composition of the Plan's investment portfolio.                                 

LEGAL INVESTMENT

The Offered Certificates will not constitute "mortgage related
securities" for purposes of the Secondary Mortgage Market Enhancement Act of    
1984, as amended ("SMMEA").                                                     

There may be restrictions on the ability of certain investors,
including depository institutions, either to purchase the Offered Certificates  
or to purchase Offered Certificates representing more than a specified          
percentage of the investor's assets. Investors should consult their own legal   
advisors in determining whether and to what extent the Offered Certificates     
constitute legal investments for such investors. See "Legal Investment" in the  
Prospectus.                                                                     
METHOD OF DISTRIBUTION

   Subject to the terms and conditions set forth in the Underwriting
Agreement, between the Depositor and Banc of America Securities LLC ("Banc of   
America Securities" ), an affiliate of the Depositor, as representative (in such
capacity, the "Representative") of Banc of America Securities and J.P. Morgan   
Securities Inc. (together with Banc of America Securities, the "Underwriters"), 
the Underwriters have severally agreed to purchase and the Depositor has agreed 
to sell to the Underwriters the Offered Certificates as follows: Banc of America
Securities will acquire approximately 50% of each class of Offered Certificates 
and J.P. Morgan Securities Inc. will acquire approximately 50% of each class of 
Offered Certificates. Proceeds to the Depositor from the sale of the Offered    
Certificates are expected to be approximately 100.00% of the initial Certificate
Principal Balance of those Certificates (plus accrued interest in the case of   
the Class AF-1 Certificates), before deducting expenses estimated at $141,979.10
payable by the Depositor.                                                       

Distribution of the Offered Certificates will be made by the  
Underwriters from time to time in negotiated transactions or otherwise at       
varying prices to be determined at the time of sale. The Underwriters may effect
such transactions by selling Offered Certificates to or through dealers and such
dealers may receive from the Underwriters, for which they act as agent,         
compensation in the form of underwriting discounts, concessions or commissions. 
The Underwriters and any dealers that participate with the Underwriters in the  
distribution of such Offered Certificates may be deemed to be underwriters, and 
any discounts, commissions or concessions received by them, and any profits on  
resale of the Offered Certificates purchased by them, may be deemed to be       
underwriting discounts and commissions under the Act.                           

        The Depositor has been advised by the Underwriters that they intend to
make a market in the Offered Certificates but have no obligation to do so. There
can be no assurance that a secondary market for the Offered Certificates will   
develop or, if it does develop, that it will continue.                          

         The Depositor has agreed to indemnify the Underwriters against, or make
contributions to the Underwriters with respect to, certain liabilities,         
including liabilities under the Act.                                            

 LEGAL MATTERS

      Certain matters relating to the validity of the Offered Certificates
and certain tax matters will be passed upon for the Depositor and the           
Underwriters by Cadwalader, Wickersham & Taft LLP, New York, New York.          

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RATINGS 

        It is a condition to the issuance of the Offered Certificates that the
Certificates receive the following ratings from S&P, Moody's and Fitch:         

       Class                     S&P              Moody's          Fitch
       -----                     ---              -------          -----
      AF-1                      AAA                Aaa             AAA
      AV-1                      AAA                Aaa             AAA
      AV-2                      AAA                Aaa             AAA
      AV-3                      AAA                Aaa             AAA
       M-1                      AA                 Aa2              AA
      M-2                       A                 A2               A
       M-3                       A-                A3               A-
        B-1                      BBB+              Baa1             BBB+
       B-2                      BBB               Baa2             BBB
        B-3                      BBB-              Baa3             BBB-

  A securities rating addresses the likelihood of the receipt by a
Certificateholder of distributions on the Mortgage Loans. The rating takes into 
consideration the characteristics of the Mortgage Loans and the structural,     
legal and tax aspects associated with the certificates. The ratings on the      
Offered Certificates do not, however, constitute statements regarding the       
likelihood of the payment of any LIBOR Carryover Amount, the frequency of       
prepayments on the Mortgage Loans, or the possibility that a holder of an       
Offered Certificate might realize a lower than anticipated yield.               

A security rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time by the      
assigning rating organization. Each security rating should be evaluated         
independently of any other security rating. In the event that the ratings       
initially assigned to any of the Offered Certificates by the Rating Agencies are
subsequently lowered for any reason, no person or entity is obligated to provide
any additional support or credit enhancement with respect to such Offered       
Certificates.                                                                   

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INDEX OF PRINCIPAL DEFINITIONS

60+ Day Delinquent Loan..................................................S-74   
Accrued Certificate Interest.............................................S-67   
Act.....................................................................S-102   
Actuarial Mortgage Loans.................................................S-51   
Adjustable-Rate Mortgage Loans...........................................S-22   
Adjustment Date..........................................................S-23   
Advance..................................................................S-58   
Alternative Documentation................................................S-53   
Applied Realized Loss Amount.............................................S-75   
Assignment Program.......................................................S-50   
Available Funds..........................................................S-66   
Balloon Loan.............................................................S-23   
Balloon Payment..........................................................S-23   
Banc of America Securities..............................................S-104   
Basis Risk Arrangements.................................................S-100   
beneficial owner.........................................................S-63   
Book-Entry Certificates..................................................S-62   
Business Day.............................................................S-58   
Cap......................................................................S-80   
Cap Premium.............................................................S-100   
Certificate Owners.......................................................S-62   
Certificate Principal Balance............................................S-71   
Certificateholder........................................................S-63   
Certificates.............................................................S-62   
Class A Certificates.....................................................S-62   
Class A Principal Distribution Amount....................................S-71   
Class B Certificates.....................................................S-62   
Class B-1 Applied Realized Loss Amount...................................S-78   
Class B-1 Principal Distribution Amount..................................S-71   
Class B-1 Realized Loss Amortization Amount..............................S-78   
Class B-2 Applied Realized Loss Amount...................................S-78   
Class B-2 Principal Distribution Amount..................................S-72   
Class B-2 Realized Loss Amortization Amount..............................S-78   
Class B-3 Applied Realized Loss Amount...................................S-78   
Class B-3 Principal Distribution Amount..................................S-72   
Class B-3 Realized Loss Amortization Amount..............................S-78   
Class B-4 Applied Realized Loss Amount...................................S-78   
Class B-4 Principal Distribution Amount..................................S-72   
Class B-4 Realized Loss Amortization Amount..............................S-79   
Class M Certificates.....................................................S-62   
Class M-1 Applied Realized Loss Amount...................................S-77   
Class M-1 Principal Distribution Amount..................................S-71   
Class M-1 Realized Loss Amortization Amount..............................S-77   
Class M-2 Applied Realized Loss Amount...................................S-77   
Class M-2 Principal Distribution Amount..................................S-71   
Class M-2 Realized Loss Amortization Amount..............................S-78   
Class M-3 Applied Realized Loss Amount...................................S-78   
Class M-3 Principal Distribution Amount..................................S-71   
Class M-3 Realized Loss Amortization Amount..............................S-78   
Clearstream...............................................................S-5   
Clearstream Participants.................................................S-64   
Closing Date.............................................................S-56   
Code.....................................................................S-99   

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Collection Account.......................................................S-58   
Collection Period........................................................S-66   
Combined Loan-to-Value Ratio.............................................S-23   
Commission...............................................................S-52   
Compensating Interest....................................................S-60   
Constant Prepayment Rate.................................................S-84   
CPR......................................................................S-84   
Custodian................................................................S-56   
Cut-off Date.............................................................S-21   
Cut-off Date Principal Balance...........................................S-21   
Defective Mortgage Loans.................................................S-57   
Deficient Valuation......................................................S-75   
Definitive Certificate...................................................S-63   
Delinquent...............................................................S-22   
Determination Date.......................................................S-60   
Distribution Account.....................................................S-58   
Distribution Date........................................................S-62   
DTC.......................................................................S-5   
Due Date.................................................................S-23   
EFSG.....................................................................S-52   
Eligible Account.........................................................S-58   
Eligible Substitute Mortgage Loan........................................S-57   
ERISA...................................................................S-101   
ERISA Plan..............................................................S-101   
Euroclear.................................................................S-5   
Euroclear Operator.......................................................S-64   
Euroclear Participants...................................................S-64   
European Depositaries....................................................S-63   
Events of Servicing Termination..........................................S-61   
Exemption...............................................................S-102   
Exemption Rating Agencies...............................................S-102   
Exemptions..............................................................S-102   
Extra Principal Distribution Amount......................................S-73   
FHA......................................................................S-50   
FHA Mortgage Loans.......................................................S-50   
Financial Intermediary...................................................S-63   
First Lien...............................................................S-23   
Fitch....................................................................S-11   
Fixed-Rate Mortgage Loans................................................S-22   
Full Documentation.......................................................S-53   
Global Securities.........................................................I-1   
Gross Margin.............................................................S-23   
Group I Interest Remittance Amount.......................................S-67   
Group I Loan Balance.....................................................S-22   
Group I Mortgage Loans...................................................S-22   
Group I Principal Allocation Percentage..................................S-73   
Group I Principal Distribution Amount....................................S-73   
Group II Cap.............................................................S-79   
Group II Interest Remittance Amount......................................S-67   
Group II Loan Balance....................................................S-22   
Group II Mortgage Loans..................................................S-22   
Group II Principal Allocation Percentage.................................S-73   
Group II Principal Distribution Amount...................................S-73   
Group Subordinate Amount.................................................S-80   
HEP......................................................................S-84   
Home Equity Prepayment Curve.............................................S-84   

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HUD......................................................................S-50   
Index....................................................................S-23   
Indirect Participants....................................................S-62   
Initial Periodic Rate Cap................................................S-23   
Interest Accrual Period..................................................S-68   
Interest Carry Forward Amount............................................S-68   
Interest Only Mortgage Loan..............................................S-33   
Interest Percentage......................................................S-68   
Interest Remittance Amount...............................................S-68   
IRS.....................................................................S-100   
LIBOR....................................................................S-80   
LIBOR Carryover Amount...................................................S-80   
LIBOR Determination Date.................................................S-80   
Limited Documentation....................................................S-53   
Liquidated Mortgage Loan.................................................S-74   
Loan Group...............................................................S-22   
Loan Group I.............................................................S-22   
Loan Group III...........................................................S-22   
Maximum Mortgage Interest Rate...........................................S-24   
MGIC.....................................................................S-52   
Minimum Mortgage Interest Rate...........................................S-24   
Monthly Excess Cashflow Allocation.......................................S-76   
Monthly Excess Cashflow Amount...........................................S-76   
Monthly Excess Interest Amount...........................................S-75   
Monthly Payment..........................................................S-22   
Moody's..................................................................S-11   
Mortgage.................................................................S-23   
Mortgage Interest Rate...................................................S-23   
Mortgage Loan Purchase Agreement.........................................S-21   
Mortgage Loan Schedule...................................................S-56   
Mortgage Loans...........................................................S-21   
Mortgage Pool............................................................S-21   
Mortgaged Property.......................................................S-23   
Net Mortgage Interest Rate...............................................S-75   
No Documentation.........................................................S-53   
Offered Certificates.....................................................S-62   
Offered Class B Certificates.............................................S-62   
OID......................................................................S-99   
OID Regulations.........................................................S-100   
Optional Termination Date................................................S-60   
Overcollateralization Amount.............................................S-73   
Overcollateralization Deficiency.........................................S-73   
Overcollateralization Release Amount.....................................S-73   
Owner-financed Mortgage Loans............................................S-53   
Participants.............................................................S-62   
Pass-Through Rate........................................................S-79   
Periodic Rate Cap........................................................S-23   
Plans...................................................................S-102   
Pool Balance.............................................................S-21   
Pool Cap.................................................................S-80   
Pooling and Servicing Agreement..........................................S-56   
Prepayment Assumptions...................................................S-84   
Prepayment Interest Shortfall............................................S-60   
Prepayment Period........................................................S-66   
Principal Balance........................................................S-21   
Principal Distribution Amount............................................S-73   

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Principal Remittance Amount..............................................S-73   
Prospectus................................................................S-5   
Prospectus Supplement.....................................................S-5   
PTCE 95-60..............................................................S-103   
Purchase Price...........................................................S-56   
Radian...................................................................S-52   
Rating Agencies..........................................................S-58   
Realized Loss............................................................S-74   
Realized Loss Amortization Amount........................................S-79   
Record Date..............................................................S-62   
Recovery.................................................................S-74   
Reference Bank Rate......................................................S-80   
Reimbursement Amount.....................................................S-57   
REIT....................................................................S-100   
Related Documents........................................................S-56   
Relevant Depositary......................................................S-63   
Relief Act...............................................................S-59   
REMIC....................................................................S-10   
Representative..........................................................S-104   
Reserve Account..........................................................S-81   
Residual Certificates....................................................S-62   
Restricted Group........................................................S-103   
Rules....................................................................S-63   
S&P......................................................................S-11   
Second Lien..............................................................S-23   
Seller...................................................................S-21   
Senior Certificates......................................................S-62   
Senior Enhancement Percentage............................................S-74   
Senior Specified Enhancement Percentage..................................S-74   
Servicer.................................................................S-54   
Servicer Modification....................................................S-75   
Servicing Advance........................................................S-59   
Servicing Fee............................................................S-60   
Servicing Fee Rate.......................................................S-60   
Servicing Rights Pledgee.................................................S-60   
Similar Law.............................................................S-102   
Simple Interest Mortgage Loans...........................................S-51   
Six Month LIBOR..........................................................S-50   
SMMEA...................................................................S-104   
Special Hazard Losses....................................................S-75   
Stated Documentation.....................................................S-53   
Stepdown Date............................................................S-74   
Streamlined Documentation................................................S-53   
Structuring Assumptions..................................................S-84   
Subordinated Certificates................................................S-62   
Substitution Adjustment..................................................S-57   
Swap Regulations........................................................S-100   
Targeted Overcollateralization Amount....................................S-74   
Telerate Page 3750.......................................................S-80   
Termination Price........................................................S-60   
Terms and Conditions.....................................................S-64   
Third Lien...............................................................S-23   
Trigger Event............................................................S-74   
Trust.....................................................................S-5   
Trust Fund...............................................................S-21   
Trustee..................................................................S-59   

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Trustee Fee..............................................................S-59   
U.S. Person...............................................................I-4   
Underwriters............................................................S-104   
Unpaid Realized Loss Amount..............................................S-79   
Withholding Regulations...................................................I-3   
Yield Maintenance Agreement..............................................S-81   
Yield Maintenance Agreement Payment......................................S-81   

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 ANNEX I

 GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

        Except in certain limited circumstances, the Offered Certificates will
be offered globally (the "Global Securities") and will be available only in     
book-entry form. Investors in the Global Securities may hold such Global        
Securities through any of DTC, Clearstream or Euroclear. The Global Securities  
will be tradable as home market instruments in both the European and U.S.       
domestic markets. Initial settlement and all secondary trades will settle in    
same-day funds.                                                                 

      Secondary market trading between investors holding Global Securities
through Clearstream and Euroclear will be conducted in the ordinary way in      
accordance with their normal rules and operating procedures and in accordance   
with conventional eurobond practice (i.e., seven calendar day settlement).      

      Secondary market trading between investors holding Global Securities
through DTC will be conducted according to the rules and procedures applicable  
to U.S. corporate debt obligations.                                             

         Secondary cross-market trading between Clearstream or Euroclear and DTC
Participants holding Certificates will be effected on a delivery-against-payment
basis through the respective Depositaries of Clearstream and Euroclear (in such 
capacity) and as DTC Participants.                                              

    Non-U.S. holders (as described below) of Global Securities will be
subject to U.S. withholding taxes unless such holders meet certain requirements 
and deliver appropriate U.S. tax documents to the securities clearing           
organizations or their participants.                                            

Initial Settlement                                                        

     All Global Securities will be held in book-entry form by DTC in the
name of Cede & Co. as nominee of DTC. Investors' interests in the Global        
Securities will be represented through financial institutions acting on their   
behalf as direct and indirect Participants in DTC. As a result, Clearstream and 
Euroclear will hold positions on behalf of their participants through their     
respective Depositaries, which in turn will hold such positions in accounts as  
DTC Participants.                                                               

     Investors electing to hold their Global Securities through DTC will
follow the settlement practices applicable to conventional eurobonds, except    
that there will be no temporary global security and no "lock-up" or restricted  
period. Investor securities custody accounts will be credited with their        
holdings against payment in same-day funds on the settlement date.              

        Investors electing to hold their Global Securities through Clearstream
or Euroclear accounts will follow the settlement procedures applicable to       
conventional eurobonds, except that there will be no temporary global security  
and no `lock-up' or restricted period. Global Securities will be credited to the
securities custody accounts on the settlement date against payment in same-day  
funds.                                                                          

Secondary Market Trading                                                  

       Since the purchaser determines the place of delivery, it is important
to establish at the time of the trade where both the purchaser's and seller's   
accounts are located to ensure that settlement can be made on the desired value 
date.                                                                           

        Trading between DTC Participants. Secondary market trading between DTC
Participants will be settled using the procedures applicable to prior mortgage  
loan asset backed certificates issues in same-day funds.                        

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      Trading between Clearstream and/or Euroclear Participants. Secondary
market trading between Clearstream Participants or Euroclear Participants will  
be settled using the procedures applicable to conventional eurobonds in same-day
funds.                                                                          

         Trading between DTC seller and Clearstream or Euroclear purchaser. When
Global Securities are to be transferred from the account of a DTC Participant to
the account of a Clearstream Participant or a Euroclear Participant, the        
purchaser will send instructions to Clearstream or Euroclear through a          
Clearstream Participant or Euroclear Participant at least one business day prior
to settlement. Clearstream or Euroclear will instruct the respective Depositary,
as the case may be, to receive the Global Securities against payment. Payment   
will include interest accrued on the Global Securities from and including the   
last coupon payment date to and excluding the settlement date, on the basis of  
either a 360-day year comprised of 30-day months or the actual number of days in
such accrual period and a year assumed to consist of 360 days, as applicable.   
For transactions settling on the 31st of the month, payment will include        
interest accrued to and excluding the first day of the following month. Payment 
will then be made by the respective Depositary of the DTC Participant's account 
against delivery of the Global Securities. After settlement has been completed, 
the Global Securities will be credited to the respective clearing system and by 
the clearing system, in accordance with its usual procedures, to the Clearstream
Participant's or Euroclear Participant's account. The securities credit will    
appear the next day (European time) and the cash debt will be back-valued to,   
and the interest on the Global Securities will accrue from, the value date      
(which would be the preceding day when settlement occurred in New York). If     
settlement is not completed on the intended value date (i.e., the trade fails), 
the Clearstream or Euroclear cash debt will be valued instead as of the actual  
settlement date.                                                                

       Clearstream Participants and Euroclear Participants will need to make
available to the respective clearing systems the funds necessary to process     
same-day funds settlement. The most direct means of doing so is to preposition  
funds for settlement, either from cash on hand or existing lines of credit, as  
they would for any settlement occurring within Clearstream or Euroclear. Under  
this approach, they may take on credit exposure to Clearstream or Euroclear     
until the Global Securities are credited to their accounts one day later.       

       As an alternative, if Clearstream or Euroclear has extended a line of
credit to them, Clearstream Participants or Euroclear Participants can elect not
to preposition funds and allow that credit line to be drawn upon the finance    
settlement. Under this procedure, Clearstream Participants or Euroclear         
Participants purchasing Global Securities would incur overdraft charges for one 
day, assuming they cleared the overdraft when the Global Securities were        
credited to their accounts. However, interest on the Global Securities would    
accrue from the value date. Therefore, in many cases the investment income on   
the Global Securities earned during that one-day period may substantially reduce
or offset the amount of such overdraft charges, although this result will depend
on each Clearstream Participant's or Euroclear Participant's particular cost of 
funds.                                                                          

      Since the settlement is taking place during New York business hours,
DTC Participants can employ their usual procedures for sending Global Securities
to the respective European Depositary for the benefit of Clearstream            
Participants or Euroclear Participants. The sale proceeds will be available to  
the DTC seller on the settlement date. Thus, to the DTC Participants a          
cross-market transaction will settle no differently than a trade between two DTC
Participants.                                                                   

        Trading between Clearstream or Euroclear Seller and DTC Purchaser. Due
to time zone differences in their favor, Clearstream Participants and Euroclear 
Participants may employ their customary procedures for transactions in which    
Global Securities are to be transferred by the respective clearing system,      
through the respective Depositary, to a DTC Participant. The seller will send   
instructions to Clearstream or Euroclear through a Clearstream Participant or   
Euroclear Participant at least one business day prior to settlement. In these   
cases Clearstream or Euroclear will instruct the respective Depositary, as      
appropriate, to deliver the Global Securities to the DTC Participant's account  
against payment. Payment will include interest accrued on the Global Securities 
from and including the last coupon payment to and excluding the settlement date 
on the basis of either a 360-day year comprised of 30-day months or the actual  
number of days in such accrual period and a year assumed to consist of 360 days,
as applicable. For transactions settling on the 31st of the month, payment will 
include interest accrued to and excluding the first day of the following month. 
The payment will then be reflected in the account of the Clearstream Participant
or Euroclear Participant the following day, and receipt of the cash proceeds in 
the Clearstream Participant's or Euroclear Participant's account would be       
back-valued to the value date (which would be the preceding day, when settlement
occurred in New York). Should the Clearstream Participant or Euroclear          
Participant have a line of credit with its respective clearing system and elect 
to be in debt in anticipation of receipt of the sale proceeds in its account,   
the back-valuation will extinguish any overdraft incurred over that one-day     
period. If settlement is not completed on the intended value date (i.e., the    
trade fails), receipt of the cash proceeds in the Clearstream Participant's or  
Euroclear Participant's account would instead be valued as of the actual        
settlement date.                                                                

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 Finally, day traders that use Clearstream or Euroclear and that
purchase Global Securities from DTC Participants for delivery to Clearstream    
Participants or Euroclear Participants should note that these trades would      
automatically fail on the sale side unless affirmative action were taken. At    
least three techniques should be readily available to eliminate this potential  
problem:                                                                        

              (a) borrowing through Clearstream or Euroclear for one day
 (until the purchase side of the day trade is reflected in their
    Clearstream or Euroclear accounts) in accordance with the clearing
system's customary procedures;                                

              (b) borrowing the Global Securities in the U.S. from a DTC
         Participant no later than one day prior to settlement, which would give
the Global Securities sufficient time to be reflected in their
      Clearstream or Euroclear account in order to settle the sale side of
the trade; or                                                 

                (c) staggering the value dates for the buy and sell sides of
the trade so that the value date for the purchase from the DTC
         Participant is at least one day prior to the value date for the sale to
the Clearstream Participant or Euroclear Participant.         

Certain U.S. Federal Income Tax Documentation Requirements                      

    A beneficial owner of Global Securities holding securities through
Clearstream or Euroclear (or through DTC if the holder has an address outside   
the U.S.) will be subject to the 30% U.S. withholding tax that generally applies
to payments of interest (including original issue discount) on registered debt  
issued by U.S. Persons, unless (i) each clearing system, bank or other financial
institution that holds customers' securities in the ordinary course of its trade
or business in the chain of intermediaries between such beneficial owner and the
U.S. entity required to withhold tax complies with applicable certification     
requirements and (ii) such beneficial owner takes one of the following steps to 
obtain an exemption or reduced tax rate:                                        

    Exemption for non-U.S. Persons (Form W-8BEN). Beneficial owners of
Global Securities that are non-U.S. Persons can obtain a complete exemption from
the withholding tax by filing a signed Form W-8BEN (Certificate of Foreign      
Status of Beneficial Owner for United States Tax Withholding). If the           
information shown on Form W-8BEN changes, a new Form W-8BEN must be filed within
30 days of such change.                                                         

        Exemption for non-U.S. Persons with effectively connected income (Form
W-8ECI). A non-U.S. Person, including a non-U.S. corporation or bank with a U.S.
branch, for which the interest income is effectively connected with its conduct 
of a trade or business in the United States, can obtain an exemption from the   
withholding tax by filing Form W-8ECI (Certificate of Foreign Person's Claim for
Exemption from Withholding of Tax on Income Effectively Connected with the      
Conduct of a Trade or Business in the United States).                           

   Exemption or reduced rate for non-U.S. Persons resident in treaty
countries (Form W-8BEN). Non-U.S. Persons that are Certificate Owners residing  
in a country that has a tax treaty with the United States can obtain an         
exemption or reduced tax rate (depending on the treaty terms) by filing Form    
W-8BEN.                                                                         

  Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain a
complete exemption from the withholding tax by filing Form W-9 (Payer's Request 
for Taxpayer Identification Number and Certification).                          

         U.S. Federal Income Tax Reporting Procedure. The Certificate Owner of a
Global Security or, in the case of a Form W-8ECI filer, his agent, files by     
submitting the appropriate form to the person through whom it holds (the        
clearing agency, in the case of persons holding directly on the books of the    
clearing agency). Form W-8BEN and Form W-8ECI are effective until the third     
succeeding calendar year from the date the form is signed.                      

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         Final withholding regulations (the "Withholding Regulations") effective
January 1, 2001 affect the documentation required from non-U.S. Persons. The    
Withholding Regulations replace a number of prior tax certification forms       
(including IRS Forms W-8, 1001 and 4224) with a new series of IRS Form W-8 and  
generally standardize the period of time for which withholding agents can rely  
on such forms (although certain of the new forms may remain valid indefinitely  
if the beneficial owner provides a United States taxpayer identification number 
and the information on the form does not change).                               

      The term "U.S. Person" means (i) a citizen or resident of the United
States, (ii) a corporation, partnership or other entity treated as a corporation
or partnership for United States federal income tax purposes organized in or    
under the laws of the United States or any state thereof or the District of     
Columbia (unless, in the case of a partnership, Treasury regulations provide    
otherwise) or (iii) an estate the income of which is includible in gross income 
for United States tax purposes, regardless of its source, or (iv) a trust if a  
court within the United States is able to exercise primary supervision over the 
administration of the trust and one or more United States persons have authority
to control all substantial decisions of the trust. Notwithstanding the preceding
sentence, to the extent provided in Treasury regulations, certain trusts in     
existence on August 20, 1996, and treated as United States persons prior to such
date, that elect to continue to be treated as United States persons will also be
a U.S. Person. This summary does not deal with all aspects of U.S. Federal      
income tax withholding that may be relevant to foreign holders of the Global    
Securities. Investors are advised to consult their own tax advisors for specific
tax advice concerning their holding and disposing of the Global Securities.     

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ANNEX II

CAP NOTIONAL AMOUNT, STRIKE RATE AND SCALE FACTOR SCHEDULE

Distribution Date     Cap Notional Amount ($)   Strike Rate (%)    Scale Factor 
-----------------     -----------------------   ---------------    ------------ 
March 25, 2004                678,790                 6.12            100.00    
April 25, 2004                678,790                 5.65            100.00    
May 25, 2004                  678,790                 5.90            100.00    
June 25, 2004                 678,790                 5.67            100.00    
July 25, 2004                 678,790                 5.91            100.00    
August 25, 2004               678,790                 5.67            100.00    
September 25, 2004            678,790                 5.67            100.00    
October 25, 2004              678,790                 5.91            100.00    
November 25, 2004             678,790                 5.70            100.00    
December 25, 2004             678,790                 5.94            100.00    
January 25, 2005              678,790                 5.70            100.00    
February 25, 2005             678,790                 5.70            100.00    
March 25, 2005                678,790                 6.45            100.00    
April 25, 2005                678,790                 5.70            100.00    
May 25, 2005                  678,790                 5.96            100.00    
June 25, 2005                 678,790                 5.73            100.00    
July 25, 2005                 678,790                 5.96            100.00    
August 25, 2005               678,790                 5.74            100.00    
September 25, 2005            678,790                 5.74            100.00    
October 25, 2005              678,790                 6.00            100.00    
November 25, 2005             678,790                 6.77            100.00    
December 25, 2005             678,790                 7.10            100.00    
January 25, 2006              678,790                 6.83            100.00    
February 25, 2006             678,790                 6.83            100.00    
March 25, 2006                678,790                 7.70            100.00    
April 25, 2006                678,790                 6.85            100.00    
May 25, 2006                  678,790                 7.57            100.00    
June 25, 2006                 678,790                 7.30            100.00    
July 25, 2006                 678,790                 7.59            100.00    
August 25, 2006               678,790                 7.31            100.00    
September 25, 2006            678,790                 7.31            100.00    
October 25, 2006              678,790                 7.70            100.00    

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PROSPECTUS                                                                      

ASSET BACKED FUNDING CORPORATION
Depositor 
Asset Backed Certificates 
Asset Backed Notes
(Issuable in Series)

--------------------------------------------------------------------------------
You should carefully consider the risk factors beginning on page 10 of this     
prospectus.                                                                     

The securities of any series will not be insured or guaranteed by any           
governmental agency or instrumentality other than as expressly described in the 
prospectus supplement for that series.                                          

The securities of each series will represent interests in, or will represent    
debt obligations of, the related trust only and will not represent interests in 
or obligations of any other entity.                                             

This prospectus may be used to offer and sell any series of securities only if  
accompanied by the prospectus supplement for that series. The securities of each
series are not deposits or other obligations of a bank and are not insured by   
the FDIC.                                                                       
--------------------------------------------------------------------------------

Each Trust--                                                                    

o        will issue a series of asset-backed certificates or  
                asset-backed notes that will consist of one or more classes;
and                                         

o        may own--                                            

                o        a pool or pools of single family and/or multifamily
                          mortgage loans, which may include sub-prime mortgage
                      loans, and are secured by either first or junior
                         liens on one- to four-family residential properties
                       or primarily residential properties consisting of
                           five or more residential dwelling units and which may
                        include limited retail, office or other commercial
space;                    

                  o        a pool or pools of home improvement installment sales
                        contracts or installment loans that are unsecured;

                o        a pool or pools of manufactured housing installment
                     sales contracts and installment loan agreements
                     secured by a security interest in a new or used
                manufactured home, and if indicated in the
                           accompanying prospectus supplement, by real property;
and                       

              o        other assets described in this prospectus and the
         accompanying prospectus supplement.

Each Series of Securities--                                                     

         o        will represent ownership interest in the related trust or will
    represent debt obligations of the related trust;

      o        may be entitled to one or more of the other types of credit
support described in this prospectus; and   

  o        will be paid only from the assets of the related trust.

Neither the SEC nor any state securities commission has approved the securities 
or determined that this prospectus is accurate or complete. Any representation  
to the contrary is a criminal offense.                                          

The date of this prospectus is January 28, 2004.

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 TABLE OF CONTENTS

IMPORTANT NOTICE ABOUT                                                          
INFORMATION PRESENTED IN THIS                                               
PROSPECTUS AND THE ACCOMPANYING                                             
 PROSPECTUS SUPPLEMENT.......................................................5
Summary OF PROSPECTUS.........................................................6 
RISK FACTORS.................................................................10 
  Risks Associated with the Securities......................................10
  Risks Associated with the Assets..........................................12
Violations of Federal, State and Local                                    
Laws May Adversely Affect Ability to                                  
    Collect on Loans........................................................15
Market Values of Manufactured Homes                                         
  May Increase the Risk of Loss.............................................16
Risk of Loss May Be Greater on                                              
  Unsecured Home Improvement Loans..........................................16
Risks of Loss May Increase Due to Defective                               
Security Interest and Effects of                                        
Certain Other Legal                                                   
    Aspects of the Contracts................................................16
DESCRIPTION OF THE TRUST FUNDS...............................................17 
  Assets....................................................................17
  Mortgage Loans............................................................18
      General...............................................................18
      Loan-to-Value Ratio...................................................18
Mortgage Loan Information in                                      
      Prospectus Supplements................................................19
      Payment Provisions of the Mortgage Loans..............................19
      Revolving Credit Line Loans...........................................20
  Unsecured Home Improvement Loans..........................................20
Unsecured Home Improvement Loan Information                       
        in Prospectus Supplements...........................................20
  Contracts.................................................................21
      General...............................................................21
Contract Information in Prospectus                                
        Supplements.........................................................21
      Payment Provisions of the Contracts...................................21
  Pre-Funding Account.......................................................21
  Accounts..................................................................22
  Credit Support............................................................22
  Cash Flow Agreements......................................................22
USE OF PROCEEDS..............................................................23 
YIELD CONSIDERATIONS.........................................................23 
  General...................................................................23
  Pass-Through Rate and Interest Rate.......................................23
  Timing of Payment of Interest.............................................23
  Payments of Principal; Prepayments........................................23
Prepayments--Maturity and Weighted                                        
    Average Life............................................................25
  Other Factors Affecting Weighted Average Life.............................26
      Type of Asset.........................................................26
      Termination...........................................................27
      Defaults..............................................................27
      Foreclosures..........................................................27
      Refinancing...........................................................27
      Due-on-Sale Clauses...................................................28
THE DEPOSITOR................................................................28 
DESCRIPTION OF THE SECURITIES................................................29 
  General...................................................................29
  Distributions.............................................................29
  Available Distribution Amount.............................................30
  Distributions of Interest on the Securities...............................31
  Distributions of Principal of the Securities..............................31
  Categories of Classes of Securities.......................................32
  Components................................................................35
Distributions on the Securities of                                        
   Prepayment Premiums......................................................35
  Allocation of Losses and Shortfalls.......................................35
  Advances in Respect of Delinquencies......................................35
  Reports to Securityholders................................................36
  Termination...............................................................37
  Optional Purchases........................................................38
  Definitive Form...........................................................38
Book-Entry Registration and                                               
    Definitive Securities...................................................38
DESCRIPTION OF THE AGREEMENTS................................................42 
  Agreements Applicable to a Series.........................................42
REMIC Securities, FASIT Securities,                               
        Grantor Trust Securities............................................42
Securities That Are Partnership Interests                         
        for Tax Purposes and Notes..........................................42
Material Terms of the Pooling and Servicing                               
Agreements and Underlying                                         
      Servicing Agreements..................................................42

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      General...............................................................42
      Assignment of Assets; Repurchases.....................................43
      Representations and Warranties; Repurchases...........................44
      Collection Account and Related Accounts...............................45
      Realization Upon Defaulted Assets.....................................49
      Hazard Insurance Policies.............................................50
      Contracts.............................................................51
Fidelity Bonds and Errors and                                     
       Omissions Insurance..................................................52
      Due-on-Sale Provisions................................................52
Retained Interest; Servicing Compensation                         
        and Payment of Expenses.............................................52
      Evidence as to Compliance.............................................53
Certain Matters Regarding Servicers, the                          
        Master Servicer and the Depositor...................................53
      Special Servicers.....................................................54
      Events of Default under the Agreements................................54
Rights Upon Event of Default under                                
        the Agreements......................................................55
      Amendment.............................................................55
      The Trustee...........................................................56
      Duties of the Trustee.................................................56
      Certain Matters Regarding the Trustee.................................56
      Resignation and Removal of the Trustee................................57
  Material Terms of the Indenture...........................................57
      General...............................................................57
      Events of Default.....................................................57
      Discharge of Indenture................................................58
      Indenture Trustee's Annual Report.....................................59
      The Indenture Trustee.................................................59
DESCRIPTION OF CREDIT SUPPORT................................................59 
  General...................................................................59
  Subordinate Securities....................................................60
  Cross-Support Provisions..................................................60
  Limited Guarantee.........................................................60
Financial Guaranty Insurance Policy                                       
    or Surety Bond..........................................................60
  Letter of Credit..........................................................60
  Pool Insurance Policies...................................................60
  Special Hazard Insurance Policies.........................................61
  Mortgagor Bankruptcy Bond.................................................61
  Reserve Funds.............................................................61
  Overcollateralization.....................................................61
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS......................................62 
  General...................................................................62
  Types of Mortgage Instruments.............................................62
  Interest in Real Property.................................................63
  Cooperative Loans.........................................................63
  Land Sale Contracts.......................................................64
  Foreclosure...............................................................64
      General...............................................................64
      Judicial Foreclosure..................................................65
Equitable Limitations on Enforceability                           
        of Certain Provisions...............................................65
      Non-Judicial Foreclosure/Power of Sale................................65
      Public Sale...........................................................65
      Rights of Redemption..................................................66
      Cooperative Loans.....................................................67
  Junior Mortgages..........................................................68
  Rights of Redemption......................................................68
Anti-Deficiency Legislation, the Bankruptcy                               
    Code and Other Limitations on Lenders...................................68
  Enforceability of Certain Provisions......................................70
  Environmental Considerations..............................................71
  Due-on-Sale Clauses.......................................................73
  Prepayment Charges........................................................73
  Subordinate Financing.....................................................73
  Applicability of Usury Laws...............................................74
  Alternative Mortgage Instruments..........................................74
  Homeowners Protection Act of 1998.........................................75
  Texas Home Equity Loans...................................................75
  Servicemenbers Civil Relief Act...........................................75
Forfeiture for Drug, RICO and Money                                       
    Laundering Violations...................................................76
CERTAIN LEGAL ASPECTS OF THE CONTRACTS.......................................76 
  General...................................................................76
  Security Interests in the Manufactured Homes..............................76
Enforcement of Security Interests in                                      
    Manufactured Homes......................................................78
  Servicemembers Civil Relief Act...........................................78

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  Consumer Protection Laws..................................................78
Transfers of Manufactured Homes;                                          
    Enforceability of Due-on-Sale Clauses...................................79
  Applicability of Usury Laws...............................................79
FEDERAL INCOME TAX CONSEQUENCES..............................................80 
  General...................................................................80
      Taxable Mortgage Pools................................................80
  REMICS....................................................................81
      Classification of REMICs..............................................81
Characterization of Investments                                   
        in REMIC Securities.................................................82
      Tiered REMIC Structures...............................................83
      Taxation of Owners of Regular Securities..............................83
Election to Treat All Interest Under                              
        the Constant Yield Method...........................................88
      Taxation of Owners of Residual Securities.............................90
Taxes That May Be Imposed on                                      
        the REMIC Pool......................................................96
      Taxation of Certain Foreign Investors.................................98
  Grantor Trust Funds......................................................100
      Classification of Grantor Trust Funds................................100
  Standard Securities......................................................100
      General..............................................................100
  Stripped Securities......................................................103
      General..............................................................103
      Status of Stripped Securities........................................104
      Taxation of Stripped Securities......................................105
Reporting Requirements and Backup                                 
        Withholding........................................................106
      Taxation of Certain Foreign Investors................................106
  Partnership Trust Funds..................................................106
      Classification of Partnership Trust Funds............................106
Characterization of Investments in                                
Partnership Securities and                                    
        Debt Securities....................................................107
      Taxation of Debt Securityholders.....................................107
Taxation of Owners of Partnership                                 
        Securities.........................................................107
STATE AND OTHER TAX CONSEQUENCES............................................112 
ERISA CONSIDERATIONS........................................................113 
LEGAL INVESTMENT............................................................117 
METHODS OF DISTRIBUTION.....................................................118 
LEGAL MATTERS...............................................................119 
FINANCIAL INFORMATION.......................................................119 
RATING......................................................................119 
WHERE YOU CAN FIND MORE INFORMATION.........................................120 
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE...........................120 
INDEX OF SIGNIFICANT DEFINITIONS............................................121 

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IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT 

Information is provided to you about the securities in two separate   
documents that progressively provide more detail: (a) this prospectus, which    
provides general information, some of which may not apply to a particular series
of securities, including your series, and (b) the accompanying prospectus       
supplement, which will describe the specific terms of your series of securities,
including:                                                                      

o    the principal balances and/or interest rates of each class;      

o    the timing and priority of interest and principal payments;      

o    statistical and other information about the mortgage loans;      

o    information about credit enhancement, if any, for each class;    

o    the ratings for each class; and o the method for selling the     
securities.                                                 

If the terms of a particular series of securities vary between this   
prospectus and the accompanying prospectus supplement, you should rely on the   
information in the accompanying prospectus supplement.                          

     You should rely only on the information provided in this prospectus and the
accompanying prospectus supplement including the information incorporated by    
reference. No one has been authorized to provide you with different information.
The securities are not being offered in any state where the offer is not        
permitted. The depositor does not claim the accuracy of the information in this 
prospectus or the accompanying prospectus supplement as of any date other than  
the dates stated on their respective covers.                                    

  Cross-references are included in this prospectus and in the accompanying
prospectus supplement to captions in these materials where you can find further 
related discussions. The foregoing Table of Contents and the Table of Contents  
included in the accompanying prospectus supplement provide the pages on which   
these captions are located.                                                     

  You can find a listing of the pages where capitalized terms used in this
prospectus are defined under the caption "Index of Significant Definitions"     
beginning on page 121 in this prospectus.                                       

  The depositor's principal executive office is located at 214 North Tryon
Street, Charlotte, North Carolina 28255 and the depositor's telephone number is 
(704) 386-2400.                                                                 

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 SUMMARY OF PROSPECTUS

  This summary highlights selected information from this document and does
not contain all of the information that you need to consider in making an       
investment decision. Please read this entire prospectus and the accompanying    
prospectus supplement carefully to understand all of the terms of a series of   
certificates.                                                                   

   This summary provides an overview of certain calculations, cash flows and
other information to aid your understanding of the terms of the certificates and
is qualified by the full description of these calculations, cash flows and other
information in the prospectus and the prospectus supplement.                    

RELEVANT PARTIES FOR EACH SERIES OF SECURITIES                                  

Title of Securities                                                             

Asset backed certificates and asset backed notes issuable in series.            

Depositor                                                                       

Asset Backed Funding Corporation, a wholly-owned indirect subsidiary of Bank of 
America Corporation. The depositor is an affiliate of Banc of America Securities
LLC.                                                                            

Issuer                                                                          

With respect to each series of certificates and/or notes, the trust fund to be  
formed pursuant to either a pooling and servicing agreement or a deposit trust  
agreement.                                                                      

Servicer                                                                        

The entity or entities named as servicer in the related prospectus supplement. A
servicer may be an affiliate of the depositor.                                  

Master Servicer                                                                 

The entity, if any, named as master servicer in the related prospectus          
supplement that will perform certain administration, calculation and reporting  
functions with respect to the trust fund and will supervise the servicers. The  
master servicer may be an affiliate of the depositor.                           

Trustee / Indenture Trustee                                                     

The entity named as trustee or indenture trustee in the related prospectus      
supplement.                                                                     

RELEVANT DATES                                                                  

Cut-off Date                                                                    

The date specified in the related prospectus supplement.                        

Closing Date                                                                    

The date when the certificates and/or notes of any series are initially issued  
as specified in the related prospectus supplement.                              

Distribution Date                                                               

The monthly, quarterly or other periodic date specified in the related          
prospectus supplement on which distributions will be made to holders of the     
certificates and/or notes.                                                      

Statistical Calculation Date                                                    

The calendar day, if applicable, specified in the related prospectus supplement.

DESCRIPTION OF SECURITIES                                                       

Each series of certificates will be issued pursuant to a pooling and  
servicing agreement and will include one or more classes representing an        
ownership interest in a segregated pool of mortgage loans, unsecured home       
improvement loans and/or manufactured housing installment sales contracts and   
other assets of the trust fund. If a series of securities includes notes, such  
notes will represent debt obligations of the related trust fund formed pursuant 
to a deposit trust agreement and will be secured by the assets of the trust fund
pursuant to an indenture. A class of securities will be entitled, to the extent 
of funds available, to one of the following:                                    

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o    principal and interest distributions;                            

o    principal distributions, with no interest distributions;         

o    interest distributions, with no principal distributions; or      

     o    such other distributions as are described in the applicable prospectus
supplement.                                                 

See "Description of the Securities" in this prospectus.               

Interest Distributions                                                          

With respect to each series of securities, interest on each class of  
securities (other than a class of securities entitled to receive only principal)
will accrue during each period specified in the prospectus supplement and will  
be distributed to the holders of the related classes of securities on each      
distribution date in accordance with the particular terms of each such class of 
securities. The terms of each such class of securities will be described in the 
related prospectus supplement.                                                  

See "Description of the Securities--Distributions of Interest on the  
Securities" in this prospectus.                                                 

Principal Distributions                                                         

  With respect to each series of securities, principal payments (including
prepayments) on the related mortgage loans, unsecured home improvement loans    
and/or manufactured housing installment sales contracts will be distributed to  
holders of the related securities or otherwise applied as described in the      
related prospectus supplement on each distribution date. Distributions in       
reduction of principal balance will be allocated among the classes of securities
of a series in the manner specified in the applicable prospectus supplement.    

See "Description of the Securities--Distribution of Principal on the  
Securities" in this prospectus.                                                 

Denominations                                                                   

Each class of securities of a series will be issued in the minimum    
denominations set forth in the related prospectus supplement.                   

Registration of the Securities                                                  

The securities will be issued either:                                 

     o    in book-entry form initially held through the Depository Trust Company
         in the United States, or Clearstream Banking or the Euroclear System;
or                                                          

o    in fully registered, certificated form.                          

     See "Description of the Securities--General" and "--Book-Entry Registration
and Definitive Securities" in this prospectus.                                  

ASSETS OF THE TRUST                                                             

The trust related to each series will consist primarily of any of the 
following assets:                                                               

   o    a segregated pool of single family and/or multifamily mortgage loans
which may include sub-prime mortgage loans;                 

     o    home improvement installment sales contracts or installment loans that
are unsecured;                                              

    o    manufactured housing installment sales contracts and installment loan
agreements; and                                             

o    certain other property.                                          

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  You should refer to the applicable prospectus supplement for the precise
characteristics or expected characteristics of the assets and a description of  
the other property, if any, included in a particular trust.                     

See "Description of the Trust Funds" in this prospectus.              

OPTIONAL TERMINATION OF THE TRUST                                               

   The related prospectus supplement may provide that the party specified in
the related prospectus supplement may                                           

     o    repurchase all of the assets in the trust fund and thereby cause early
          retirement of the securities under the circumstances and in the manner
specified in the related prospectus supplement and          

o    repurchase a portion of such assets to retire specified class or 
   classes of securities under the circumstances and in the manner
specified in the related prospectus supplement.             

See "Description of the Securities--Termination" in this prospectus.  

The yield on each class of securities of a series will be affected by,
among other things, the rate of payment of principal (including prepayments) on 
the assets in the related trust and the timing of receipt of such payments.     

See "Yield Considerations" in this prospectus.                        

PREFUNDING ACCOUNT                                                              

    The related prospectus supplement may provide that the depositor deposit a
specified amount in a pre-funding account on the date the securities are issued.
In this case, the deposited funds may only be used to acquire the additional    
assets for the trust during a set period after the initial issuance of the      
securities. Any amounts remaining in the account at the end of the period will  
be distributed as a prepayment of principal to the holders of the related       
securities.                                                                     

See "Description of the Trust Funds--Prefunding Account" in this      
prospectus.                                                                     

CREDIT ENHANCEMENT                                                              

    If so specified in the applicable prospectus supplement, the securities of
any series, or any one or more classes of a series, may be entitled to the      
benefits of other types of credit enhancement, including but not limited to:    

  o  letter of credit                 o  financial guaranty insurance policy

o  special hazard insurance policy  o  mortgage pool insurance policy   

o  reserve fund                     o  spread account                   

o  cash collateral account          o  overcollateralization            

  Credit support may also be provided by subordination. Any credit support
will be described in detail in the applicable prospectus supplement.            

See "Description of Credit Support" in this prospectus.               

RATING OF SECURITIES                                                            

The securities of any series will not be offered pursuant to this     
prospectus and a prospectus supplement unless each offered security is rated in 
one of the four highest rating categories by at least one nationally recognized 
statistical rating agency.                                                      

 o    A security rating is not a recommendation to buy, sell or hold the
        securities on any series and is subject to revision or withdrawal at
any time by the assigning rating agency.                    

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     o    Ratings do not address credit risk and do not represent any assessment
of the likelihood or rate of principal prepayments.         

   See "Risk Factors--Risks Associated with the Securities--Ratings Assigned
to the Securities Will Have Limitations" and "Ratings" in this prospectus.      

TAX STATUS OF THE SECURITIES                                                    

The securities of each series offered will be either:                 

    o    regular interests and residual interests in a trust fund treated as a
REMIC;                                                      

o    interests in a trust fund treated as a grantor trust;            

o    interests in a trust fund treated as a partnership;              

o    debt obligations secured by assets of a trust fund; or           

   o    regular interest or ownership interests in a trust fund treated as a
FASIT.                                                      

  For additional information see "Federal Income Tax Consequences" in this
prospectus and "Certain Material Federal Income Tax Consequences" in the        
prospectus supplement.                                                          

ERISA CONSIDERATIONS                                                            

If you are a fiduciary of any employee benefit plan or arrangement,   
including an individual retirement account, subject to the Employee Retirement  
Income Security Act of 1974, as amended, the Internal Revenue Code of 1986, as  
amended, or any federal, state or local law which is similar to ERISA or the    
Code, you should carefully review with your legal advisors whether the purchase 
or holding of securities could give rise to a transaction that is prohibited or 
not otherwise permissible under ERISA, the Code or similar law.                 

  For additional information see "ERISA Considerations" in this prospectus
and in the prospectus supplement.                                               

LEGAL INVESTMENT                                                                

The applicable prospectus supplement will specify whether the class or
classes of securities offered will constitute "mortgage related securities" for 
purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended.  
If your investment activities are subject to legal investment laws and          
regulations, regulatory capital requirements or review by regulatory            
authorities, then you may be subject to restrictions on investment in the       
securities. You should consult your own legal advisors for assistance in        
determining the suitability of the securities for you and the consequences of   
the purchase, ownership and sale of the securities.                             

     For additional information see "Legal Investment" in this prospectus and in
the prospectus supplement.                                                      

MATERIAL RISKS                                                                  

You are urged to read "Risk Factors" in this prospectus and in the    
prospectus supplement for a discussion of the material risks associated with an 
investment in the securities.                                                   

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RISK FACTORS

You should consider, among other things, the following factors in     
connection with the purchase of securities.                                     

Risks Associated with the Securities                                            

Securities May Not be Liquid. The liquidity of your securities may be 
limited. You should consider that:                                              

   o    a secondary market for the securities of any series may not develop,
          or if it does, it may not provide you with liquidity of investment, or
     it may not continue for the life of the securities of any series;

     o    issuance of any of the securities of any series in book-entry form may
    reduce the liquidity of such securities in the secondary trading
          market because investors may not be willing to purchase securities for
which they cannot obtain physical certificates or notes; and

o    unless specified in the applicable prospectus supplement, the    
securities will not be listed on any securities exchange.   

The Depositor, the Master Servicer, the Servicer, the Trustee and, if 
applicable, the Certificate Administrator Will Have Limited Obligations. No     
class of securities of any series will be an interest in or obligation of the   
depositor, the master servicer, the servicer, the trustee, the certificate      
administrator (if applicable) or any of their affiliates. Unless otherwise      
provided in the related prospectus supplement, the only obligations with respect
to any of the securities or the related assets will be:                         

   o    the servicer's and master servicer's servicing obligations under the
applicable agreement; and                                   

o    the obligation of the party making representations and warranties
         regarding the assets of a trust, the seller of the assets of a trust,
   either directly or indirectly, to the depositor or other entity
  specified in the related prospectus supplement to purchase, or
      substitute a substantially similar asset for any asset as to which
there is defective documentation or a breach of certain     
   representations and warranties made with respect to such asset.

    Unless otherwise provided in the prospectus supplement, the securities and
the underlying assets will not be guaranteed or insured by any governmental     
agency or instrumentality, or by the depositor, the master servicer, the        
servicer, the trustee or any of their affiliates.                               

    Credit Enhancement is Limited in Amount and Coverage. With respect to each
series of securities, credit enhancement may be provided in limited amounts to  
cover certain types of losses on the underlying assets. Credit enhancement will 
be provided in one or more of the forms referred to in this prospectus,         
including, but not limited to: subordination of other classes of securities of  
the same series; a letter of credit; a financial guaranty insurance policy; a   
mortgage pool insurance policy; a special hazard insurance policy; a reserve    
fund; a spread account; a cash collateral account; or other type of credit      
enhancement. See "Description of Credit Support" in this prospectus.            

Regardless of the form of credit enhancement provided:                

 o    the amount of coverage will be limited in amount and in most cases
          will be subject to periodic reduction in accordance with a schedule or
formula;                                                    

    o    may provide only very limited coverage as to certain types of losses,
  and may provide no coverage as to certain types of losses; and

o    all or a portion of the credit enhancement for any series of     
        securities may be permitted to be reduced, terminated or substituted
         for, if each applicable rating agency indicates that the then-current
ratings will not be adversely affected.                     

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    Rate of Prepayment on Assets May Adversely Affect Average Lives and Yields
on the Securities. The yield on the securities of each series will depend in    
part on the rate of principal payment on the assets (including prepayments,     
liquidations due to defaults and asset repurchases). Such yield may be adversely
affected, depending upon whether a particular security is purchased at a premium
or a discount, by a higher or lower than anticipated rate of prepayments on the 
related assets. In particular:                                                  

o    the yield on principal-only or interest-only securities will be  
         extremely sensitive to the rate of prepayments on the related assets;
and                                                         

o    the yield on certain classes of securities may be relatively more
       sensitive to the rate of prepayments of specified assets than other
classes of securities.                                      

 The rate of prepayments on assets is influenced by a number of factors,
including:                                                                      

o    the prevailing mortgage market interest rates;                   

o    local and national economic conditions;                          

o    homeowner mobility; and                                          

o    the ability of the borrower to obtain financing.                 

  In addition, your yield may be adversely affected by interest shortfalls
which may result from the timing of the receipt of prepayments or liquidations  
to the extent that such interest shortfalls are not covered by aggregate        
servicing fees or other mechanisms specified in the applicable prospectus       
supplement. Your yield also will be adversely affected if losses on the assets  
in the related trust are allocated to your securities and may be adversely      
affected to the extent of unadvanced delinquencies on the assets in the related 
trust. Classes of securities identified in the applicable prospectus supplement 
as subordinated certificates or notes are more likely to be affected by         
delinquencies and losses than other classes of securities.                      

See "Yield Considerations" in this prospectus.                        

Ratings Assigned to the Securities Will Have Limitations. The ratings 
assigned to your securities will not:                                           

o    assess the likelihood that principal prepayments (including those
         caused by defaults) on the related assets will be made, the degree to
        which the rate of such prepayments might differ from that originally
  anticipated or the likelihood of early optional termination or
redemption of the series of securities; and                 

     o    address the possibility that prepayments at higher or lower rates than
      anticipated by an investor may cause such investor to experience a
          lower than anticipated yield or that an investor purchasing a security
        at a significant premium might fail to recoup its initial investment
under certain prepayment scenarios.                         

In addition, the ratings of any series of securities by any applicable
rating agency may be lowered following the initial issuance of the securities.  
The lowering of a rating on a series or class of securities may adversely affect
the market value of such securities and the liquidity of such securities. The   
depositor or any of its affiliates will not have any obligation to maintain any 
rating of any series of securities.                                             

   Book-Entry Securities May Experience Certain Problems. Since transactions
in the classes of securities of a Series issued in book-entry form can be       
effected only through the Depository Trust Company, Clearstream Banking, the    
Euroclear System, participating organizations, indirect participants and certain
banks:                                                                          

     o    you may experience delays in your receipts of payments of interest and
principal; and                                              

    o    your ability to pledge such securities to persons or entities that do
        not participate in the Depository Trust Company, Clearstream Banking
        or the Euroclear System may be limited due to the lack of a physical
certificate.                                                

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    See "Description of the Securities--Book-Entry Registration and Definitive
Securities" in this prospectus.                                                 

Risk of Loss May Be Greater on Subordinated Securities. The rights of 
holders of subordinated securities will be subordinate:                         

   o    to the rights of the servicer and any master servicer (to the extent
     of their servicing fees, including any unpaid servicing fees with
       respect to one or more prior due periods, and its reimbursement for
         certain unreimbursed advances and unreimbursed liquidation expenses);
and                                                         

o    the holders of senior securities to the extent described in the  
related prospectus supplement.                              

   As a result of the foregoing, investors must be prepared to bear the risk
that they may be subject to delays in payment and may not recover their initial 
investments in the subordinated securities. See "Description of Credit Support" 
in this prospectus.                                                             

     The yields on the subordinated securities may be extremely sensitive to the
loss experience of the related assets and the timing of any such losses. If the 
actual rate and amount of losses experienced by the assets exceed the rate and  
amount of such losses assumed by an investor, the yield to maturity on the      
subordinated securities may be lower than anticipated.                          

Risks Associated with the Assets                                                

  Sub-Prime Mortgage Loans May Experience Greater Rates of Delinquency and
Foreclosure. All or a portion of the mortgage loans may consist of mortgage     
loans underwritten in accordance with the underwriting for sub-prime mortgage   
loans. A sub-prime mortgage loan is a mortgage loan that is ineligible for      
purchase by Fannie Mae or the Freddie Mac due to borrower credit                
characteristics, property characteristics, loan documentation guidelines or     
other credit characteristics that do not meet Fannie Mae or Freddie Mac         
underwriting guidelines. As a consequence:                                      

    o    delinquencies and foreclosures may be expected to be more likely with
     respect to sub-prime mortgage loans than with respect to mortgage
 loans originated in accordance with Fannie Mae or Freddie Mac
underwriting guidelines; and                                

   o    changes in the values of the mortgaged properties may have a greater
     effect on the loss experience of sub-prime mortgage loans than on
          mortgage loans originated in accordance with Fannie Mae or Freddie Mac
underwriting guidelines.                                    

 Mortgage Loans Secured by Multifamily Properties May Experience Greater
Rates of Delinquency and Foreclosure. The ability of a borrower to repay a loan 
secured by an income-producing property typically is dependent primarily upon   
the successful operation of such property rather than upon the existence of     
independent income or assets of the borrower; thus, the value of an             
income-producing property typically is directly related to the net operating    
income derived from such property. If the net operating income of the property  
is reduced (for example, if rental or occupancy rates decline or real estate tax
rates or other operating expenses increase), the borrower's ability to repay the
loan may be impaired. In addition, the concentration of default, foreclosure and
loss risk for a pool of mortgage loans secured by multifamily properties may be 
greater than for a pool of mortgage loans secured by single family properties of
comparable aggregate unpaid principal balance because the pool of mortgage loans
secured by multifamily properties is likely to consist of a smaller number of   
higher balance loans.                                                           

General Economic Conditions Affect Mortgage Loan Performance. General 
economic conditions have an impact on the ability of borrowers to repay mortgage
loans. Loss of earnings, illness and other similar factors may lead to an       
increase in delinquencies and bankruptcy filings by borrowers. In the event of  
personal bankruptcy of a borrower under a mortgage loan, it is possible that the
holders of the related securities could experience a loss with respect to such  
mortgagor's mortgage loan. In conjunction with a mortgagor's bankruptcy, a      
bankruptcy court may suspend or reduce the payments of principal and interest to
be paid with respect to such mortgage loan, thus delaying the amount received by
the holders of the related securities with respect to such mortgage loan.       
Moreover, if a bankruptcy court prevents the transfer of the related mortgaged  
property to the related trust, any remaining balance on such mortgage loan may  
not be recoverable.                                                             

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Real Estate Market Conditions Affect Mortgage Loan Performance. An    
investment in the securities which are secured by or represent interests in     
mortgage loans may be affected by, among other things, a decline in real estate 
values. There is no assurance that the values of the mortgaged properties will  
remain at the levels existing on the dates of origination of the related        
mortgage loans.                                                                 

    If the residential real estate market should experience an overall decline
in property values such that the outstanding balances of the mortgage loans     
contained in a particular trust and any secondary financing on the mortgaged    
properties, become equal to or greater than the value of the mortgaged          
properties, delinquencies, foreclosures and losses could be higher than those   
now generally experienced in the mortgage lending industry.                     

Geographic Concentration May Increase Rates of Loss and Delinquency.  
Certain geographic regions of the United States from time to time will          
experience weaker regional economic conditions and housing markets, and,        
consequently, will experience higher rates of loss and delinquency on assets    
generally. Any concentration of the assets relating to any series of securities 
in such a region may present risk considerations in addition to those generally 
present for similar asset-backed securities without such concentration.         

  See "The Mortgage Pool" in the related prospectus supplement for further
information regarding the geographic concentration of the assets underlying the 
securities of any series.                                                       

Risk of Loss May Be Greater on Junior Mortgage Loans. Certain of the  
mortgage loans underlying the securities of a series may be secured by mortgages
junior or subordinate to one or more other mortgages, and the related more      
senior mortgages may not be included in the trust fund. Although little data is 
available, the rate of default of second or more junior mortgage loans may be   
greater than that of mortgage loans secured by senior liens on comparable       
properties. A primary risk to holders of mortgage loans secured by junior       
mortgages is the possibility that adequate funds will not be received in        
connection with a foreclosure of the related senior mortgage to satisfy fully   
both the senior mortgage and the mortgage that is junior or subordinate. In such
case, holders of the securities would bear:                                     

     o    the risk of delay in distributions while a deficiency judgment against
the borrower is obtained; and                               

o    the risk of loss if the deficiency judgment is not realized upon.

Moreover, deficiency judgments may not be available in certain        
jurisdictions. In addition, a junior mortgagee may not foreclose on the property
securing a junior mortgage unless it forecloses subject to the more senior      
mortgage.                                                                       

  In servicing junior mortgages, it is generally the servicer's and master
servicer's practice to advance funds to keep the senior mortgage current if the 
mortgagor is in default thereunder. The servicer and master servicer intend to  
advance such amounts in accordance with their normal servicing procedures, but  
only to the extent that it determines such advances will be recoverable from    
future payments and collections on that mortgage loan or otherwise. Such        
practice may not be followed in servicing loans more junior than second         
mortgages or may be modified at any time. The related trust will have no source 
of funds to satisfy any senior mortgage or make payments due to any senior      
mortgagee. The junior mortgages securing the mortgage loans are subject and     
subordinate to any senior mortgage affecting the related mortgaged property,    
including limitations and prohibitions which may be contained in such senior    
mortgage upon subordinate financing.                                            

     Special Risks of Certain Assets. Certain assets that may be included in the
Trust may involve additional uncertainties not present in other types of assets.
Certain of the assets may provide for escalating or variable payments that may  
be larger than the initial payment amount; however, the borrowers under such    
assets are generally approved on the basis of the initial payment amount and the
borrower's income may not be sufficient to enable them to pay the increased     
payment amounts. Therefore, in such cases the likelihood of default may         
increase.                                                                       

   Certain of the assets underlying a series of securities may be delinquent
in respect of the payment of principal and interest. In addition, certain of the
mortgagors under the mortgage loans underlying a series of securities may be    
subject to personal bankruptcy proceedings. Credit enhancement provided with    
respect to a particular series of securities may not cover all losses related to
such mortgage loans. Prospective investors should consider the risk that the    
inclusion in a trust of delinquent assets and mortgage loans with respect to    
which the mortgagor is the subject of bankruptcy proceedings may cause the rate 
of the defaults and prepayments on such assets to increase and, in turn, may    
cause losses to exceed the available credit enhancement for such series and     
affect the yield on the securities of such series. See "The Mortgage Pool" in   
the related prospectus supplement.                                              

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Defaulted Mortgage Loans May Experience Delays in Liquidation. Even   
assuming the mortgaged properties provide adequate security for the mortgage    
loans underlying a series of securities, substantial delays could result in     
connection with the liquidation of defaulted mortgage loans. This could result  
in corresponding delays in the receipt of the related proceeds by the related   
trust. See "Certain Legal Aspects of the Mortgage Loans--Foreclosure," "--Rights
of Redemption" and "--Anti-Deficiency Legislation, the Bankruptcy Code and Other
Limitations on Lenders" in this prospectus.                                     

 Liquidation Expenses May be Disproportionate. Liquidation expenses with
respect to defaulted assets do not vary directly with the outstanding principal 
balance of the assets at the time of default. Therefore, assuming that the      
servicer and master servicer took the same steps in realizing upon a defaulted  
asset having a small remaining principal balance as they would in the case of a 
defaulted asset having a large remaining principal balance, the amount realized 
after expenses of liquidation would be smaller as a percentage of the           
outstanding principal balance of the small asset than would be the case with the
defaulted asset having a large remaining principal balance. Because the average 
outstanding principal balance of the assets is small relative to the size of the
average outstanding principal balance of the loans in a typical pool consisting 
only of conventional purchase-money mortgage loans, net liquidation proceeds on 
liquidated assets may also be smaller as a percentage of the principal balance  
of the assets than would be the case in a typical pool consisting only of       
conventional purchase-money mortgage loans.                                     

Defaults May Be More Likely on Newer Assets. Certain of the assets    
underlying a series of securities may be recently originated as of the date of  
the inclusion in the related trust fund. Although little data is available,     
defaults on assets are generally expected to occur with greater frequency in    
their early years.                                                              

     Balloon Payment Assets May Have a Greater Default Risk at Maturity. Certain
of the underlying a series of securities may provide for a lump-sum payment of  
the unamortized principal balance of the mortgage loan at the maturity of the   
asset. See "The Mortgage Pool" in the related prospectus supplement.            

Because borrowers under this type of asset are required to make a     
relatively large single payment upon maturity, it is possible that the default  
risk associated with such assets is greater than that associated with           
fully-amortizing mortgage loans. The ability of a mortgagor on this type of     
asset to repay the mortgage loan upon maturity frequently depends upon the      
mortgagor's ability:                                                            

     o    to refinance the asset, which will be affected by a number of factors,
        including, without limitation, the level of mortgage rates available
         in the primary mortgage market at the time, the mortgagor's equity in
  the related mortgaged property, the financial condition of the
        mortgagor, the condition of the mortgaged property, tax law, general
economic conditions and the general willingness of financial
  institutions and primary mortgage bankers to extend credit; or

     o    to sell the related mortgaged property at a price sufficient to permit
the mortgagor to make the lump-sum payment.                 

Texas Home Equity Loans Have Significant Limitations. Certain of the  
mortgage loans may be home equity loans secured by mortgaged properties located 
in Texas. The Texas Constitution permits this type of loan, but significant     
limitations were imposed on permitted terms, conditions and practices incident  
to their creation. For example, these loans must be made without recourse for   
personal liability against the homestead owner(s) or their spouse(s) (except in 
the case of actual fraud on their part in obtaining the loan) and may be        
foreclosed upon only by court order. Further, holders of these types of loans   
face unique legal risks and uncertainties that they do not customarily confront 
with equity take-out mortgages in other states. For example, if any of the      
requirements that are addressed in the amendment to the Texas Constitution (such
as limitations on fees charged to the borrower, disclosures to the borrower or  
matters to be provided for in the closing documents) are not met, the lien may  
be invalid. There are also similar risks involved in servicing these types of   
loans (such as the failure to comply with an obligation to the borrower within a
reasonable time after receiving notification from the borrower) that can result 
in the forfeiture of all principal and interest due on the mortgage loan.       

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  Increased Risk of Loss if Assets are Delinquent. A portion of the assets
may be delinquent upon the issuance of the related securities. Credit           
enhancement provided with respect to a particular series of securities may not  
cover all losses related thereto. You should consider the risk that the         
inclusion of such assets in the trust fund for a series may cause the rate of   
defaults and prepayments on the assets to increase and, in turn, may cause      
losses to exceed the available credit enhancement for such series and affect the
yield on the securities of such series.                                         

Cash Flow Agreements are Subject to Counterparty Risk. The assets of a
trust fund may, if specified in the related prospectus supplement, include      
agreements such as interest rate exchange agreements, interest rate cap or floor
agreements, currency exchange agreements or other similar agreements, which will
require the provider of such instrument or counterparty to make payments to the 
trust fund under the circumstances described in the prospectus supplement. To   
the extent that payments on the securities of the related series depend in part 
on payments to be received under this type of agreement, the ability of the     
trust fund to make payments on the securities will be subject to the credit risk
of the counterparty. The prospectus supplement for a series of securities will  
describe any mechanism, such as the payment of any "breakage fee," which may    
exist to facilitate the replacement of this type of agreement upon the default  
of credit impairment of the related counterparty. However, there can be no      
assurance that any such mechanism will result in the ability of the servicer to 
obtain a replacement.                                                           

Violations of Federal, State and Local Laws May Adversely Affect Ability to     
Collect on Loans                                                                

  The mortgage loans may also be subject to federal, state and local laws,
including:                                                                      

  o    the Federal Truth in Lending Act and Regulation Z promulgated under
          that act, which require certain disclosures to the borrowers regarding
the terms of the residential loans;                         

  o    the Equal Credit Opportunity Act and Regulation B promulgated under
      that act, which prohibit discrimination on the basis of age, race,
     color, sex, religion, marital status, national origin, receipt of
     public assistance or the exercise of any right under the Consumer
Credit Protection Act, in the extension of credit;          

   o    the Fair Credit Reporting Act, which regulates the use and reporting
   of information related to the borrower's credit experience; and

  o    for mortgage loans that were originated or closed after November 7,
     1989, the Home Equity Loan Consumer Protection Act of 1988, which
       requires additional disclosures, limits changes that may be made to
    the loan documents without the borrower's consent. This act also
      restricts a lender's ability to declare a default or to suspend or
  reduce a borrower's credit limit to certain enumerated events.

    Certain mortgage loans are subject to the Riegle Community Development and
Regulatory Improvement Act of 1994 which incorporates the Home Ownership and    
Equity Protection Act of 1994. These provisions may:                            

    o    impose additional disclosure and other requirements on creditors with
         respect to non-purchase money mortgage loans with high interest rates
or high up-front fees and charges;                          

o    apply on a mandatory basis to all mortgage loans originated on or
after October 1, 1995;                                      

    o    impose specific statutory liabilities on creditors who fail to comply
with their provisions; and                                  

o    affect the enforceability of the related loans.                  

In addition, any assignee of the creditor would generally be subject to all     
claims and defenses that the consumer could assert against the creditor,        
including, without limitation, the right to rescind the mortgage loan.          

The Home Improvement Contracts are also subject to the Preservation of
Consumers' Claims and Defenses regulations of the Federal Trade Commission and  
other similar federal and state statutes and regulations. These laws            

    o    protect the homeowner from defective craftsmanship or incomplete work
by a contractor;                                            

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  o    permit the obligated party to withhold payment if the work does not
        meet the quality and durability standards agreed to by the homeowner
and the contractor; and                                     

o    subject any person to whom the seller assigns its consumer credit
         transaction to all claims and defenses which the obligated party in a
         credit sale transaction could assert against the seller of the goods.

     Violations of certain provisions of these laws may limit the ability of the
servicer to collect all or part of the principal of or interest on the mortgage 
loans, may entitle the mortgagor to a refund of amounts previously paid and may 
subject the depositor, the servicer, the master servicer or the trust to damages
and administrative enforcement. The seller of the assets, either directly or    
indirectly, to the depositor will be required to repurchase any mortgage loans  
which, at the time of origination, did not comply with such federal, state and  
local laws or regulations, however that remedy may not be adequate to fully     
compensate the related trust fund. See "Certain Legal Aspects of the Mortgage   
Loans" in this prospectus for other limitations on the enforceability of        
mortgage loans.                                                                 

Market Values of Manufactured Homes May Increase the Risk of Loss               

 Manufactured homes generally depreciate in value. Thus investors should
expect that, as a general matter, the market value of any manufactured home will
be lower than the outstanding principal balance of the related installment      
contract. As a result, investors must be prepared to bear the risk of loss      
resulting from any delinquency or liquidation loss on the contracts in a trust  
fund. See "Description of Credit Support" in this prospectus.                   

Risk of Loss May Be Greater on Unsecured Home Improvement Loans                 

   The obligations of the borrower under any unsecured home improvement loan
included in a trust fund will not be secured by an interest in the related real 
estate or any other property. In the event of a default, the trust fund will    
have recourse only against the borrower's assets generally, along with all other
general unsecured creditors of the borrower. In a bankruptcy or insolvency      
proceeding, the obligations of the borrower under an unsecured home improvement 
loan may be discharged in their entirety. As a result, the trust fund may suffer
losses. In addition, a borrower on an unsecured home improvement loan may not   
demonstrate the same degree of concern over performance of the borrower's       
obligations as if such obligations were secured by the real estate or other     
assets owned by such borrower.                                                  

Risks of Loss May Increase Due to Defective Security Interest and Effects of    
Certain Other Legal Aspects of the Contracts                                    

   The seller of the assets, either directly or indirectly, to the depositor
will represent that a contract is secured by a security interest in a           
manufactured home. Perfection of such security interests and the right to       
realize upon the value of the manufactured homes as collateral for the contracts
are subject to a number of federal and state laws, including the Uniform        
Commercial Code. The steps necessary to perfect the security interest in a      
manufactured home will vary from state to state. Because of the expense and     
administrative inconvenience involved, the servicer or the master servicer will 
not amend any certificates of title to change the lienholder specified therein  
from the seller of the assets to the trustee and will not deliver any           
certificate of title to the trustee or note thereon the trustee's interest.     
Consequently, in some states, in the absence of such an amendment, the          
assignment to the trustee of the security interest in the manufactured home may 
not be effective or such security interest may not be perfected and, may not be 
effective against creditors of the seller of the assets or a trustee in         
bankruptcy of such seller.                                                      

 In addition, numerous federal and state consumer protection laws impose
requirements on lending under installment sales contracts and installment loan  
agreements such as the contracts, and the failure by the lender or seller of    
goods to comply with such requirements could give rise to liabilities of        
assignees for amounts due under such agreements and claims by such assignees may
be subject to set-off as a result of such lender's or seller's noncompliance.   
These laws would apply to the trustee as assignee of the contracts. The seller  
of the assets of the contracts will warrant that each contract complies with all
requirements of law and will make certain warranties relating to the validity,  
subsistence, perfection and priority of the security interest in each           
manufactured home securing a contract. A breach of any such warranty that       
materially adversely affects any contract would create an obligation of the     
seller of the assets to repurchase, or if permitted by the applicable agreement,
substitute for, such contract unless such breach is cured. If the credit support
is exhausted and recovery of amounts due on the contracts is dependent on       
repossession and resale of manufactured homes securing contracts that are in    
default, certain other factors may limit the ability to realize upon the        
manufactured home or may limit the amount realized by securityholders to less   
than the amount due. See "Certain Legal Aspects of the Contracts."              

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DESCRIPTION OF THE TRUST FUNDS

Assets                                                                          

  The primary assets of each Trust Fund (the "Assets" ) will include (i) a
segregated pool of single family and/or multifamily mortgage loans which may    
include sub-prime mortgage loans (the "Mortgage Loans" ), including without     
limitation, Home Equity Loans, Home Improvement Contracts and Land Sale         
Contracts, (ii) home improvement installment sales contracts or installment     
loans that are unsecured (the "Unsecured Home Improvement Loans" ), (iii)       
manufactured housing installment sales contracts and installment loan agreements
(the "Contracts" ) or (iv) a combination of Mortgage Loans, Unsecured Home      
Improvement Loans and/or Contracts. The Mortgage Loans will not be guaranteed or
insured by the Depositor or any of its affiliates. The Mortgage Loans will be   
guaranteed or insured by a governmental agency or instrumentality or other      
person only if and to the extent expressly provided in the related prospectus   
supplement. Each Asset will be selected by the Depositor for inclusion in a     
Trust Fund from among those purchased, either directly or indirectly, from a    
prior holder thereof (an "Asset Seller"), which may be an affiliate of the      
Depositor and which prior holder may or may not be the originator of such       
Mortgage Loan, Unsecured Home Improvement Loan or Contract.                     

The Assets included in the Trust Fund for a Series may be subject to  
various types of payment provisions. Such Assets may consist of (1) "Level      
Payment Assets," which may provide for the payment of interest and full         
repayment of principal in level monthly payments with a fixed rate of interest  
computed on their declining principal balances; (2) "Adjustable Rate Assets,"   
which may provide for periodic adjustments to their rates of interest to equal  
the sum (which may be rounded) of a fixed margin and an index; (3) "Buy Down    
Assets," which are Assets for which funds have been provided by someone other   
than the related obligors to reduce the obligors' monthly payments during the   
early period after origination of such Assets; (4) "Increasing Payment Assets," 
as described below; (5) "Interest Reduction Assets," which provide for the      
one-time reduction of the interest rate payable thereon; (6) "GEM Assets," which
provide for (a) monthly payments during the first year after origination that   
are at least sufficient to pay interest due thereon, and (b) an increase in such
monthly payments in subsequent years at a predetermined rate resulting in full  
repayment over a shorter term than the initial amortization terms of such       
Assets; (7) "GPM Assets," which allow for payments during a portion of their    
terms which are or may be less than the amount of interest due on the unpaid    
principal balances thereof, and which unpaid interest will be added to the      
principal balances of such Assets and will be paid, together with interest      
thereon, in later years; (8) "Step-up Rate Assets" which provide for interest   
rates that increase over time; (9) "Balloon Payment Assets" which are mortgage  
loans that are not fully amortizing over their terms and, thus, will require a  
lump-sum payment at their stated maturity; (10) "Convertible Assets" which are  
Adjustable Rate Assets subject to provisions pursuant to which, subject to      
certain limitations, the related obligors may exercise an option to convert the 
adjustable interest rate to a fixed interest rate; and (11) "Bi-weekly Assets," 
which provide for obligor payments to be made on a bi-weekly basis.             

    An Increasing Payment Asset is an Asset that provides for monthly payments
that are fixed for an initial period to be specified in the related prospectus  
supplement and which increase thereafter (at a predetermined rate expressed as a
percentage of the monthly payment during the preceding payment period, subject  
to any caps on the amount of any single monthly payment increase) for a period  
to be specified in the related prospectus supplement from the date of           
origination, after which the monthly payment is fixed at a level-payment amount 
so as to fully amortize the Asset over its remaining term to maturity. The      
scheduled monthly payment with respect to an Increasing Payment Asset is the    
total amount required to be paid each month in accordance with its terms and    
equals the sum of (1) the obligor's monthly payments referred to in the         
preceding sentence and (2) in the case of certain Increasing Payment Assets,    
payments made by the respective Servicers pursuant to buy-down or subsidy       
agreements. The obligor's initial monthly payments for each Increasing Payment  
Asset are set at the level-payment amount that would apply to an otherwise      
identical Level Payment Asset having an interest rate a certain number of       
percentage points below the Asset Rate of such Increasing Payment Asset. The    
obligor's monthly payments on each Increasing Payment Asset, together with any  
payments made thereon by the related Servicers pursuant to buy-down or subsidy  
agreements, will in all cases be sufficient to allow payment of accrued interest
on such Increasing Payment Asset at the related interest rate, without negative 
amortization. An obligor's monthly payments on such an Asset may, however, not  
be sufficient to result in any reduction of the principal balance of such Asset 
until after the period when such payments may be increased.                     

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The Securities will be entitled to payment only from the assets of the
related Trust Fund and will not be entitled to payments in respect of the assets
of any other trust fund established by the Depositor. If specified in the       
related prospectus supplement, the assets of a Trust Fund will consist of       
certificates representing beneficial ownership interests in, or indebtedness of,
another trust fund that contains the Assets.                                    

Mortgage Loans                                                                  

General                                                                     

Each Mortgage Loan will generally be secured by a lien on (i) a one-to
four-family residential property or a security interest in shares issued by a   
cooperative housing corporation (a "Single Family Property" and the related     
Mortgage Loan a "Single Family Mortgage Loan") or (ii) a primarily residential  
property which consists of five or more residential dwelling units, and which   
may include limited retail, office or other commercial space (a "Multifamily    
Property" and the related Mortgage Loan a "Multifamily Mortgage Loan"). Single  
Family Properties and Multifamily Properties are sometimes referred to herein   
collectively as "Mortgaged Properties." To the extent specified in the related  
prospectus supplement, the Mortgage Loans will be secured by first and/or junior
mortgages or deeds of trust or other similar security instruments creating a    
first or junior lien on Mortgaged Property. The Mortgaged Properties may include
apartments owned by cooperative housing corporations ("Cooperatives"). The      
Mortgaged Properties may include leasehold interests in properties, the title to
which is held by third party lessors. The term of any such leasehold shall      
exceed the term of the related mortgage note by at least five years or such     
other time period specified in the related prospectus supplement. The Mortgage  
Loans may include (i) closed-end and/or revolving home equity loans or certain  
balances thereof ("Home Equity Loans") and/or (ii) secured home improvement     
installment sales contracts and secured installment loan agreements ("Home      
Improvement Contracts"). In addition, the Mortgage Loans may include certain    
Mortgage Loans evidenced by contracts ("Land Sale Contracts") for the sale of   
properties pursuant to which the mortgagor promises to pay the amount due       
thereon to the holder thereof with fee title to the related property held by    
such holder until the mortgagor has made all of the payments required pursuant  
to such Land Sale Contract, at which time fee title is conveyed to the          
mortgagor. The Originator of each Mortgage Loan will have been a person other   
than the Depositor. The related prospectus supplement will indicate if any      
person who originated the Mortgage Loans (each an "Originator") is an affiliate 
of the Depositor. The Mortgage Loans will be evidenced by promissory notes (the 
"Mortgage Notes") secured by mortgages, deeds of trust or other security        
instruments (the "Mortgages") creating a lien on the Mortgaged Properties.      

Loan-to-Value Ratio                                                   

     The "Loan-to-Value Ratio" of a Mortgage Loan at any given time is the ratio
(expressed as a percentage) of the then outstanding principal balance of the    
Mortgage Loan to the Value of the related Mortgaged Property. The "Value" of a  
Mortgaged Property, other than with respect to Refinance Loans, is generally the
lesser of (a) the appraised value determined in an appraisal obtained by the    
originator at origination of such loan and (b) the sales price for such         
property. "Refinance Loans" are loans made to refinance existing loans. Unless  
otherwise set forth in the related prospectus supplement, the Value of the      
Mortgaged Property securing a Refinance Loan is the appraised value thereof     
determined in an appraisal obtained at the time of origination of the Refinance 
Loan. The value of a Mortgaged Property as of the date of initial issuance of   
the related Series of Securities may be less than the Value at origination and  
will fluctuate from time to time based upon changes in economic conditions and  
the real estate market.                                                         

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Mortgage Loan Information in Prospectus Supplements                   

Each prospectus supplement will contain information, as of the dates  
specified in such prospectus supplement and to the extent then applicable and   
specifically known to the Depositor, with respect to the Mortgage Loans,        
including (i) the aggregate outstanding principal balance and the largest,      
smallest and average outstanding principal balance of the Mortgage Loans as of  
the applicable cut-off date (the "Cut-off Date") specified in the prospectus    
supplement, (ii) the type of property securing the Mortgage Loans, (iii) the    
weighted average (by principal balance) of the original and remaining terms to  
maturity of the Mortgage Loans, (iv) the earliest and latest origination date   
and maturity date of the Mortgage Loans, (v) the range of the Loan-to-Value     
Ratios at origination of the Mortgage Loans, (vi) the Mortgage Rates or range of
Mortgage Rates and the weighted average Mortgage Rate borne by the Mortgage     
Loans, (vii) the state or states in which most of the Mortgaged Properties are  
located, (viii) information with respect to the prepayment provisions, if any,  
of the Mortgage Loans, (ix) with respect to Mortgage Loans with adjustable      
Mortgage Rates ("ARM Loans"), the index, the frequency of the adjustment dates, 
the range of margins added to the index, and the maximum Mortgage Rate or       
monthly payment variation at the time of any adjustment thereof and over the    
life of the ARM Loan, (x) information regarding the payment characteristics of  
the Mortgage Loans, including without limitation balloon payment and other      
amortization provisions, (xi) the number of Mortgage Loans that are delinquent  
and the number of days or ranges of the number of days such Mortgage Loans are  
delinquent and (xii) the material underwriting standards used for the Mortgage  
Loans. If specific information respecting the Mortgage Loans is not known to the
Depositor at the time Securities are initially offered, more general information
of the nature described above will be provided in the prospectus supplement, and
specific information will be set forth in a report which will be available to   
purchasers of the related Securities at or before the initial issuance thereof  
and will be filed as part of a Current Report on Form 8-K with the Securities   
and Exchange Commission (the "Commission" ) after such initial issuance.        
Notwithstanding the foregoing, the characteristics of the Mortgage Loans        
included in a Trust Fund will not vary by more than five percent (by aggregate  
principal balance as of the Cut-off Date) from the characteristics thereof that 
are described in the related prospectus supplement.                             

   The related prospectus supplement will specify whether the Mortgage Loans
include (i) Home Equity Loans, which may be secured by Mortgages that are junior
to other liens on the related Mortgaged Property and/or (ii) Home Improvement   
Contracts originated by a home improvement contractor and secured by a Mortgage 
on the related Mortgaged Property that is junior to other liens on the Mortgaged
Property. The home improvements purchased with the Home Improvement Contracts   
typically include replacement windows, house siding, roofs, swimming pools,     
satellite dishes, kitchen and bathroom remodeling goods, solar heating panels,  
patios, decks, room additions and garages. The related prospectus supplement    
will specify whether the Home Improvement Contracts are partially insured under 
Title I of the National Housing Act of 1934 (the "National Housing Act") and, if
so, the limitations on such insurance. In addition, the related prospectus      
supplement will specify whether the Mortgage Loans contain certain Mortgage     
Loans evidenced by Land Sale Contracts.                                         

Payment Provisions of the Mortgage Loans                              

    All of the Mortgage Loans will provide for payments of principal, interest
or both, on due dates that occur monthly, quarterly or semi-annually or at such 
other interval as is specified in the related prospectus supplement or for      
payments in another manner described in the related prospectus supplement. Each 
Mortgage Loan may provide for no accrual of interest or for accrual of interest 
thereon at an interest rate (a "Mortgage Rate") that is fixed over its term or  
that adjusts from time to time, or that may be converted from an adjustable to a
fixed Mortgage Rate or a different adjustable Mortgage Rate, or from a fixed to 
an adjustable Mortgage Rate, from time to time pursuant to an election or as    
otherwise specified on the related Mortgage Note, in each case as described in  
the related prospectus supplement. Each Mortgage Loan may provide for scheduled 
payments to maturity or payments that adjust from time to time to accommodate   
changes in the Mortgage Rate or to reflect the occurrence of certain events or  
that adjust on the basis of other methodologies, and may provide for negative   
amortization or accelerated amortization, in each case as described in the      
related prospectus supplement. Each Mortgage Loan may be fully amortizing or    
require a balloon payment due on its stated maturity date, in each case as      
described in the related prospectus supplement. Each Mortgage Loan may contain  
prohibitions on prepayment (a "Lock-out Period" and, the date of expiration     
thereof, a "Lock-out Date") or require payment of a premium or a yield          
maintenance penalty (a "Prepayment Premium") in connection with a prepayment, in
each case as described in the related prospectus supplement. In the event that  
holders of any Class or Classes of Offered Securities will be entitled to all or
a portion of any Prepayment Premiums collected in respect of Mortgage Loans, the
related prospectus supplement will specify the method or methods by which any   
such amounts will be allocated. See "--Assets" above.                           

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Revolving Credit Line Loans                                           

    As more fully described in the related prospectus supplement, the Mortgage
Loans may consist, in whole or in part, of revolving Home Equity Loans or       
certain balances thereof ("Revolving Credit Line Loans"). Interest on each      
Revolving Credit Line Loan, excluding introductory rates offered from time to   
time during promotional periods, may be computed and payable monthly on the     
average daily outstanding principal balance of such loan. From time to time     
prior to the expiration of the related draw period specified in a Revolving     
Credit Line Loan, principal amounts on such Revolving Credit Line Loan may be   
drawn down (up to a maximum amount as set forth in the related prospectus       
supplement) or repaid. If specified in the related prospectus supplement, new   
draws by borrowers under the Revolving Credit Line Loans will automatically     
become part of the Trust Fund described in such prospectus supplement. As a     
result, the aggregate balance of the Revolving Credit Line Loans will fluctuate 
from day to day as new draws by borrowers are added to the Trust Fund and       
principal payments are applied to such balances and such amounts will usually   
differ each day, as more specifically described in the related prospectus       
supplement. Under certain circumstances, under a Revolving Credit Line Loan, a  
borrower may, during the related draw period, choose an interest only payment   
option, during which the borrower is obligated to pay only the amount of        
interest which accrues on the loan during the billing cycle, and may also elect 
to pay all or a portion of the principal. An interest only payment option may   
terminate at the end of the related draw period, after which the borrower must  
begin paying at least a minimum monthly portion of the average outstanding      
principal balance of the loan.                                                  

Unsecured Home Improvement Loans                                                

    The Unsecured Home Improvement Loans may consist of conventional unsecured
home improvement loans and FHA insured unsecured home improvement loans. Except 
as otherwise set forth in the related prospectus supplement, the Unsecured Home 
Improvement Loans will be fully amortizing and will bear interest at a fixed or 
variable annual percentage rate.                                                

Unsecured Home Improvement Loan Information in Prospectus Supplements 

Each prospectus supplement will contain information, as of the dates  
specified in such prospectus supplement and to the extent then applicable and   
specifically known to the Depositor, with respect to the Unsecured Home         
Improvement Loans, including (i) the aggregate outstanding principal balance and
the largest, smallest and average outstanding principal balance of the Unsecured
Home Improvement Loans as of the applicable Cut-Off Date, (ii) the weighted     
average (by principal balance) of the original and remaining terms to maturity  
of the Unsecured Home Improvement Loans, (iii) the earliest and latest          
origination date and maturity date of the Unsecured Home Improvements Loans,    
(iv) the interest rates or range of interest rates and the weighted average     
interest rates borne by the Unsecured Home Improvement Loans, (v) the state or  
states in which most of the Unsecured Home Improvement Loans were originated,   
(vi) information with respect to the prepayment provisions, if any, of the      
Unsecured Home Improvement Loans, (vii) with respect to the Unsecured Home      
Improvement Loans with adjustable interest rates ("ARM Unsecured Home           
Improvement Loans"), the index, the frequency of the adjustment dates, the range
of margins added to the index, and the maximum interest rate or monthly payment 
variation at the time of any adjustment thereof and over the life of the ARM    
Unsecured Home Improvement Loan, (viii) information regarding the payment       
characteristics of the Unsecured Home Improvement Loan, (ix) the number of      
Unsecured Home Improvement Loans that are delinquent and the number of days or  
ranges of the number of days such Unsecured Home Improvement Loans are          
delinquent and (x) the material underwriting standards used for the Unsecured   
Home Improvement Loans. If specific information respecting the Unsecured Home   
Improvement Loans is not known to the Depositor at the time Securities are      
initially offered, more general information of the nature described above will  
be provided in the prospectus supplement, and specific information will be set  
forth in a report which will be available to purchasers of the related          
Securities at or before the initial issuance thereof and will be filed as part  
of a Current Report on Form 8-K with the Securities and Exchange Commission     
after such initial issuance. Notwithstanding the foregoing, the characteristics 
of the Unsecured Home Improvement Loans included in a Trust Fund will not vary  
by more than five percent (by aggregate principal balance as of the Cut-off     
Date) from the characteristics thereof that are described in the related        
prospectus supplement.                                                          

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Contracts                                                                       

General                                                                     

    To the extent provided in the related prospectus supplement, each Contract
will be secured by a security interest in a new or used manufactured home (each,
a "Manufactured Home"). Such prospectus supplement will specify the states or   
other jurisdictions in which the Manufactured Homes are located as of the       
related Cut-off Date. The method of computing the Loan-to-Value Ratio of a      
Contract will be described in the related prospectus supplement.                

Contract Information in Prospectus Supplements                        

Each prospectus supplement will contain certain information, as of the
dates specified in such prospectus supplement and to the extent then applicable 
and specifically known to the Depositor, with respect to the Contracts,         
including (i) the aggregate outstanding principal balance and the largest,      
smallest and average outstanding principal balance of the Contracts as of the   
applicable Cut-off Date, (ii) whether the Manufactured Homes were new or used as
of the origination of the related Contracts, (iii) the weighted average (by     
principal balance) of the original and remaining terms to maturity of the       
Contracts, (iv) the earliest and latest origination date and maturity date of   
the Contracts, (v) the range of the Loan-to-Value Ratios at origination of the  
Contracts, (vi) the Contract Rates or range of Contract Rates and the weighted  
average Contract Rate borne by the Contracts, (vii) the state or states in which
most of the Manufactured Homes are located at origination, (viii) information   
with respect to the prepayment provisions, if any, of the Contracts, (ix) with  
respect to Contracts with adjustable Contract Rates ("ARM Contracts"), the      
index, the frequency of the adjustment dates, and the maximum Contract Rate or  
monthly payment variation at the time of any adjustment thereof and over the    
life of the ARM Contract, (x) the number of Contracts that are delinquent and   
the number of days or ranges of the number of days such Contracts are           
delinquent, (xi) information regarding the payment characteristics of the       
Contracts and (xii) the material underwriting standards used for the Contracts. 
If specific information respecting the Contracts is not known to the Depositor  
at the time Securities are initially offered, more general information of the   
nature described above will be provided in the prospectus supplement, and       
specific information will be set forth in a report which will be available to   
purchasers of the related Securities at or before the initial issuance thereof  
and will be filed as part of a Current Report on Form 8-K with the Securities   
and Exchange Commission after such initial issuance. Notwithstanding the        
foregoing, the characteristics of the Contracts included in a Trust Fund will   
not vary by more than five percent (by aggregate principal balance as of the    
Cut-off Date) from the characteristics thereof that are described in the related
prospectus supplement.                                                          

Payment Provisions of the Contracts                                   

  All of the Contracts will provide for payments of principal, interest or
both, on due dates that occur monthly or at such other interval as is specified 
in the related prospectus supplement or for payments in another manner described
in the prospectus supplement. Each Contract may provide for no accrual of       
interest or for accrual of interest thereon at an annual percentage rate (a     
"Contract Rate") that is fixed over its term or that adjusts from time to time, 
or as otherwise specified in the related prospectus supplement. Each Contract   
may provide for scheduled payments to maturity or payments that adjust from time
to time to accommodate changes in the Contract Rate as otherwise described in   
the related prospectus supplement. See "--Assets" above.                        

Pre-Funding Account                                                             

To the extent provided in a prospectus supplement, a portion of the   
proceeds of the issuance of Securities may be deposited into an account         
maintained with the Trustee (a "Pre-Funding Account"). In such event, the       
Depositor will be obligated (subject only to the availability thereof) to sell  
at a predetermined price, and the Trust Fund for the related Series of          
Securities will be obligated to purchase (subject to the availability thereof), 
additional Assets (the "Subsequent Assets") from time to time (as frequently as 
daily) within the period (generally not to exceed three months) specified in the
related prospectus supplement (the "Pre-Funding Period") after the issuance of  
such Series of Securities having an aggregate principal balance approximately   
equal to the amount on deposit in the Pre-Funding Account (the "Pre-Funded      
Amount") for such Series on the date of such issuance. The Pre-Funded Amount    
with respect to a Series is not expected to exceed 25% of the aggregate initial 
Security Balance of the related Securities. Any Subsequent Assets will be       
required to satisfy certain eligibility criteria more fully set forth in the    
applicable Agreement, which eligibility criteria will be consistent with the    
eligibility criteria of the Assets initially included in the Trust Fund, subject
to such exceptions as are expressly stated in the prospectus supplement. For    
example, the Subsequent Assets will be subject to the same underwriting         
standards, representations and warranties as the Assets initially included in   
the Trust Fund. In addition, certain conditions must be satisfied before the    
Subsequent Assets are transferred into the Trust Fund such as the delivery to   
the Rating Agencies and the Trustee of certain opinions of counsel (including   
bankruptcy, corporate and tax opinions).                                        

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   Any portion of the Pre-Funded Amount remaining in the Pre-Funding Account
at the end of the Pre-Funding Period will be used to prepay one or more Classes 
of Securities in the amounts and in the manner specified in the related         
prospectus supplement. In addition, if specified in the related prospectus      
supplement, the Depositor may be required to deposit cash into an account       
maintained by the Trustee (the "Capitalized Interest Account") for the purpose  
of assuring the availability of funds to pay interest with respect to the       
Securities during the Pre-Funding Period. Any amount remaining in the           
Capitalized Interest Account at the end of the Pre-Funding Period will be       
remitted as specified in the related prospectus supplement.                     

Accounts                                                                        

Each Trust Fund will include one or more accounts, established and    
maintained on behalf of the Securityholders into which the person or persons    
designated in the related prospectus supplement will, to the extent described   
herein and in such prospectus supplement deposit all payments and collections   
received or advanced with respect to the Assets and other assets in the Trust   
Fund. Such an account may be maintained as an interest bearing or a non-interest
bearing account, and funds held therein may be held as cash or invested in      
certain short-term, investment grade obligations, in each case as described in  
the related prospectus supplement. See "Description of the Agreements--Material 
Terms of the Pooling and Servicing Agreements and Underlying Servicing          
Agreements--Collection Account and Related Accounts."                           

Credit Support                                                                  

If so provided in the related prospectus supplement, partial or full  
protection against certain defaults and losses on the Assets in the related     
Trust Fund may be provided to one or more Classes of Securities in the related  
Series in the form of subordination of one or more other Classes of Securities  
in such Series or by one or more other types of credit support, such as a letter
of credit, insurance policy, guarantee, reserve fund or another type of credit  
support, or a combination thereof (any such coverage with respect to the        
Securities of any Series, "Credit Support"). The amount and types of coverage,  
the identification of the entity providing the coverage (if applicable) and     
related information with respect to each type of Credit Support, if any, will be
described in the prospectus supplement for a Series of Securities. See "Risk    
Factors--Risks Associated with the Securities--Credit Enhancement is Limited in 
Amount and Coverage" and "Description of Credit Support."                       

Cash Flow Agreements                                                            

 If so provided in the related prospectus supplement, the Trust Fund may
include guaranteed investment contracts pursuant to which moneys held in the    
funds and accounts established for the related Series will be invested at a     
specified rate. The Trust Fund may also include certain other agreements, such  
as interest rate exchange agreements, interest rate cap or floor agreements,    
currency exchange agreements or similar agreements provided to reduce the       
effects of interest rate or currency exchange rate fluctuations on the Assets or
on one or more Classes of Securities. (Currency exchange agreements might be    
included in the Trust Fund if some or all of the Mortgage Loans were denominated
in a non-United States currency.) The principal terms of any such guaranteed    
investment contract or other agreement (any such agreement, a "Cash Flow        
Agreement"), including, without limitation, provisions relating to the timing,  
manner and amount of payments thereunder and provisions relating to the         
termination thereof, will be described in the prospectus supplement for the     
related Series. In addition, the related prospectus supplement will provide     
certain information with respect to the obligor under any such Cash Flow        
Agreement.                                                                      

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 USE OF PROCEEDS

 The net proceeds to be received from the sale of the Securities will be
applied by the Depositor to the purchase of Assets, or the repayment of the     
financing incurred in such purchase, and to pay for certain expenses incurred in
connection with such purchase of Assets and sale of Securities. The Depositor   
expects to sell the Securities from time to time, but the timing and amount of  
offerings of Securities will depend on a number of factors, including the volume
of Assets acquired by the Depositor, prevailing interest rates, availability of 
funds and general market conditions.                                            

YIELD CONSIDERATIONS

General                                                                         

The yield on any Offered Security will depend on the price paid by the
holder of the Security (the "Securityholder"), the Pass-Through Rate of the     
Security, the receipt and timing of receipt of distributions on the Security and
the weighted average life of the Assets in the related Trust Fund (which may be 
affected by prepayments, defaults, liquidations or repurchases). See "Risk      
Factors--Risks Associated with the Securities--Rate of Prepayment on Mortgage   
Loans May Adversely Affect Average Lives and Yields on the Securities."         

Pass-Through Rate and Interest Rate                                             

Securities of any Class within a Series may have fixed, variable or   
adjustable Pass-Through Rates or interest rates, which may or may not be based  
upon the interest rates borne by the Assets in the related Trust Fund. The      
prospectus supplement with respect to any Series of Securities will specify the 
Pass-Through Rate or interest rate for each Class of such Securities or, in the 
case of a variable or adjustable Pass-Through Rate or interest rate, the method 
of determining the Pass-Through Rate or interest rate; the effect, if any, of   
the prepayment of any Asset on the Pass-Through Rate or interest rate of one or 
more Classes of Securities; and whether the distributions of interest on the    
Securities of any Class will be dependent, in whole or in part, on the          
performance of any obligor under a Cash Flow Agreement.                         

   If so specified in the related prospectus supplement, the effective yield
to maturity to each holder of Securities entitled to payments of interest will  
be below that otherwise produced by the applicable Pass-Through Rate or interest
rate and purchase price of such Security because, while interest may accrue on  
each Asset during a certain period (each, an "Accrual Period"), the distribution
of such interest will be made on a day which may be several days, weeks or      
months following the period of accrual.                                         

Timing of Payment of Interest                                                   

 Each payment of interest on the Securities (or addition to the Security
Balance of a Class of Accrual Securities) on the monthly, quarterly or other    
periodic date specified in the related prospectus supplement on which           
distributions will be made to holders of Securities (a "Distribution Date") will
include interest accrued during the Accrual Period for such Distribution Date.  
As indicated above under "--Pass-Through Rate and Interest Rate," if the Accrual
Period ends on a date other than the day before a Distribution Date for the     
related Series, the yield realized by the holders of such Securities may be     
lower than the yield that would result if the Accrual Period ended on such day  
before the Distribution Date.                                                   

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Payments of Principal; Prepayments                                              

 The yield to maturity on the Securities will be affected by the rate of
principal payments on the Assets (including principal prepayments on Mortgage   
Loans and Contracts resulting from both voluntary prepayments by the borrowers  
and involuntary liquidations). The rate at which principal prepayments occur on 
the Mortgage Loans and Contracts will be affected by a variety of factors,      
including, without limitation, the terms of the Mortgage Loans and Contracts,   
the level of prevailing interest rates, the availability of mortgage credit and 
economic, demographic, geographic, tax, legal and other factors. In general,    
however, if prevailing interest rates fall significantly below the Mortgage     
Rates on the Mortgage Loans comprising or underlying the Assets in a particular 
Trust Fund, such Mortgage Loans are likely to be the subject of higher principal
prepayments than if prevailing rates remain at or above the rates borne by such 
Mortgage Loans. In this regard, it should be noted that certain Assets may      
consist of Mortgage Loans with different Mortgage Rates. The rate of principal  
payments on some or all of the Classes of Securities of a Series will correspond
to the rate of principal payments on the Assets in the related Trust Fund and is
likely to be affected by the existence of Lock-out Periods and Prepayment       
Premium provisions of the Mortgage Loans underlying or comprising such Assets,  
and by the extent to which the servicer of any such Mortgage Loan is able to    
enforce such provisions. Mortgage Loans with a Lock-out Period or a Prepayment  
Premium provision, to the extent enforceable, generally would be expected to    
experience a lower rate of principal prepayments than otherwise identical       
Mortgage Loans without such provisions, with shorter Lock-out Periods or with   
lower Prepayment Premiums. Because of the depreciating nature of manufactured   
housing, which limits the possibilities for refinancing, and because the terms  
and principal amounts of manufactured housing contracts are generally shorter   
and smaller than the terms and principal amounts of mortgage loans secured by   
site-built homes, changes in interest rates have a correspondingly smaller      
effect on the amount of the monthly payments on manufactured housing contracts  
than on the amount of the monthly payments on mortgage loans secured by         
site-built homes. Consequently, changes in interest rates may play a smaller    
role in prepayment behavior of manufactured housing contracts than they do in   
the prepayment behavior of loans secured by mortgage on site-built homes.       
Conversely, local economic conditions and certain of the other factors mentioned
above may play a larger role in the prepayment behavior of manufactured housing 
contracts than they do in the prepayment behavior of loans secured by mortgages 
on site-built homes.                                                            

If the purchaser of a Security offered at a discount calculates its   
anticipated yield to maturity based on an assumed rate of distributions of      
principal that is faster than that actually experienced on the Assets, the      
actual yield to maturity will be lower than that so calculated. Conversely, if  
the purchaser of a Security offered at a premium calculates its anticipated     
yield to maturity based on an assumed rate of distributions of principal that is
slower than that actually experienced on the Assets, the actual yield to        
maturity will be lower than that so calculated. In either case, if so provided  
in the prospectus supplement for a Series of Securities, the effect on yield on 
one or more Classes of the Securities of such Series of prepayments of the      
Assets in the related Trust Fund may be mitigated or exacerbated by any         
provisions for sequential or selective distribution of principal to such        
Classes.                                                                        

When a full prepayment is made on a Mortgage Loan or a Contract, the  
obligor is charged interest on the principal amount of the Mortgage Loan or     
Contract so prepaid for the number of days in the month actually elapsed up to  
the date of the prepayment or such other period specified in the related        
prospectus supplement. Generally, the effect of prepayments in full will be to  
reduce the amount of interest paid in the following month to holders of         
Securities entitled to payments of interest because interest on the principal   
amount of any Mortgage Loan or Contract so prepaid will be paid only to the date
of prepayment rather than for a full month. A partial prepayment of principal is
applied so as to reduce the outstanding principal balance of the related        
Mortgage Loan or Contract as of the Due Date in the month in which such partial 
prepayment is received or such other date as is specified in the related        
prospectus supplement.                                                          

   The timing of changes in the rate of principal payments on the Assets may
significantly affect an investor's actual yield to maturity, even if the average
rate of distributions of principal is consistent with an investor's expectation.
In general, the earlier a principal payment is received on the Mortgage Loans   
and distributed on a Security, the greater the effect on such investor's yield  
to maturity. The effect on an investor's yield of principal payments occurring  
at a rate higher (or lower) than the rate anticipated by the investor during a  
given period may not be offset by a subsequent like decrease (or increase) in   
the rate of principal payments.                                                 

   The Securityholder will bear the risk of being able to reinvest principal
received in respect of a Security at a yield at least equal to the yield on such
Security.                                                                       

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Prepayments--Maturity and Weighted Average Life                                 

   The rates at which principal payments are received on the Assets included
in or comprising a Trust Fund and the rate at which payments are made from any  
Credit Support or Cash Flow Agreement for the related Series of Securities may  
affect the ultimate maturity and the weighted average life of each Class of such
Series. Prepayments on the Mortgage Loans or Contracts comprising or underlying 
the Assets in a particular Trust Fund will generally accelerate the rate at     
which principal is paid on some or all of the Classes of the Securities of the  
related Series.                                                                 

     If so provided in the prospectus supplement for a Series of Securities, one
or more Classes of Securities may have a final scheduled Distribution Date,     
which is the date on or prior to which the stated principal amount (the         
"Security Balance") thereof is scheduled to be reduced to zero, calculated on   
the basis of the assumptions applicable to such Series set forth therein.       
Weighted average life refers to the average amount of time that will elapse from
the date of issue of a security until each dollar of principal of such security 
will be repaid to the investor. The weighted average life of a Class of         
Securities of a Series will be influenced by the rate at which principal on the 
Assets is paid to such Class, which may be in the form of scheduled amortization
or prepayments (for this purpose, the term "prepayment" includes prepayments, in
whole or in part, and liquidations due to default).                             

     In addition, the weighted average life of the Securities may be affected by
the varying maturities of the Assets in a Trust Fund. If any Assets in a        
particular Trust Fund have actual terms to maturity less than those assumed in  
calculating final scheduled Distribution Dates for the Classes of Securities of 
the related Series, one or more Classes of such Securities may be fully paid    
prior to their respective final scheduled Distribution Dates, even in the       
absence of prepayments. Accordingly, the prepayment experience of the Assets    
will, to some extent, be a function of the mix of Mortgage Rates or Contract    
Rates and maturities of the Mortgage Loans or Contracts comprising or underlying
such Assets. See "Description of the Trust Funds."                              

  Prepayments on loans are also commonly measured relative to a prepayment
standard or model, such as the Constant Prepayment Rate ("CPR") prepayment model
or the Standard Prepayment Assumption ("SPA") prepayment model, each as         
described below. CPR represents a constant assumed rate of prepayment each month
relative to the then outstanding principal balance of a pool of loans for the   
life of such loans. SPA represents an assumed rate of prepayment each month     
relative to the then outstanding principal balance of a pool of loans. A        
prepayment assumption of 100% of SPA assumes prepayment rates of 0.2% per annum 
of the then outstanding principal balance of such loans in the first month of   
the life of the loans and an additional 0.2% per annum in each month thereafter 
until the thirtieth month. Beginning in the thirtieth month and in each month   
thereafter during the life of the loans, 100% of SPA assumes a constant         
prepayment rate of 6% per annum each month.                                     

   Neither CPR nor SPA nor any other prepayment model or assumption purports
to be a historical description of prepayment experience or a prediction of the  
anticipated rate of prepayment of any pool of loans, including the Mortgage     
Loans or Contracts underlying or comprising the Assets.                         

 The prospectus supplement with respect to each Series of Securities may
contain tables, if applicable, setting forth the projected weighted average life
of each Class of Offered Securities of such Series and the percentage of the    
initial Security Balance of each such Class that would be outstanding on        
specified Distribution Dates based on the assumptions stated in such prospectus 
supplement, including assumptions that prepayments on the Mortgage Loans        
comprising or underlying the related Assets are made at rates corresponding to  
various percentages of CPR, SPA or such other standard specified in such        
prospectus supplement. Such tables and assumptions are intended to illustrate   
the sensitivity of the weighted average life of the Securities to various       
prepayment rates and will not be intended to predict or to provide information  
that will enable investors to predict the actual weighted average life of the   
Securities. It is unlikely that prepayment of any Mortgage Loans or Contracts   
comprising or underlying the Assets for any Series will conform to any          
particular level of CPR, SPA or any other rate specified in the related         
prospectus supplement.                                                          

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Other Factors Affecting Weighted Average Life                                   

Type of Asset                                                         

    If so specified in the related prospectus supplement, a number of Mortgage
Loans may have balloon payments due at maturity (which, based on the            
amortization schedule of such Mortgage Loans, may be a substantial amount), and 
because the ability of a mortgagor to make a balloon payment typically will     
depend upon its ability either to refinance the loan or to sell the related     
Mortgaged Property, there is a risk that a number of Balloon Payment Assets may 
default at maturity. The ability to obtain refinancing will depend on a number  
of factors prevailing at the time refinancing or sale is required, including,   
without limitation, real estate values, the mortgagor's financial situation,    
prevailing mortgage loan interest rates, the mortgagor's equity in the related  
Mortgaged Property, tax laws and prevailing general economic conditions. Neither
the Depositor, the Servicer, the Master Servicer, nor any of their affiliates   
will be obligated to refinance or repurchase any Mortgage Loan or to sell the   
Mortgaged Property except to the extent provided in the related prospectus      
supplement. In the case of defaults, recovery of proceeds may be delayed by,    
among other things, bankruptcy of the mortgagor or adverse conditions in the    
market where the property is located. In order to minimize losses on defaulted  
Mortgage Loans, the Servicer may, to the extent and under the circumstances set 
forth in the related prospectus supplement, be permitted to modify Mortgage     
Loans that are in default or as to which a payment default is reasonably        
foreseeable. Any defaulted balloon payment or modification that extends the     
maturity of a Mortgage Loan will tend to extend the weighted average life of the
Securities and may thereby lengthen the period of time elapsed from the date of 
issuance of a Security until it is retired.                                     

   With respect to certain Mortgage Loans, including ARM Loans, the Mortgage
Rate at origination may be below the rate that would result if the index and    
margin relating thereto were applied at origination. With respect to certain    
Contracts, the Contract Rate may be "stepped up" during its term or may         
otherwise vary or be adjusted. Under the applicable underwriting standards, the 
mortgagor or obligor under each Mortgage Loan or Contract generally will be     
qualified on the basis of the Mortgage Rate or Contract Rate in effect at       
origination. The repayment of any such Mortgage Loan or Contract may thus be    
dependent on the ability of the mortgagor or obligor to make larger level       
monthly payments following the adjustment of the Mortgage Rate or Contract Rate.
In addition, certain Mortgage Loans may be subject to temporary buydown plans   
("Buydown Mortgage Loans") pursuant to which the monthly payments made by the   
mortgagor during the early years of the Mortgage Loan will be less than the     
scheduled monthly payments thereon (the "Buydown Period"). The periodic increase
in the amount paid by the mortgagor of a Buydown Mortgage Loan during or at the 
end of the applicable Buydown Period may create a greater financial burden for  
the mortgagor, who might not have otherwise qualified for a mortgage, and may   
accordingly increase the risk of default with respect to the related Mortgage   
Loan.                                                                           

  The Mortgage Rates on certain ARM Loans subject to negative amortization
generally adjust monthly and their amortization schedules adjust less           
frequently. During a period of rising interest rates as well as immediately     
after origination (initial Mortgage Rates are generally lower than the sum of   
the applicable index at origination and the related margin over such index at   
which interest accrues), the amount of interest accruing on the principal       
balance of such Mortgage Loans may exceed the amount of the minimum scheduled   
monthly payment thereon. As a result, a portion of the accrued interest on      
negatively amortizing Mortgage Loans may be added to the principal balance      
thereof and will bear interest at the applicable Mortgage Rate. The addition of 
any such deferred interest to the principal balance of any related Class or     
Classes of Securities will lengthen the weighted average life thereof and may   
adversely affect yield to holders thereof, depending upon the price at which    
such Securities were purchased. In addition, with respect to certain ARM Loans  
subject to negative amortization, during a period of declining interest rates,  
it might be expected that each minimum scheduled monthly payment on such a      
Mortgage Loan would exceed the amount of scheduled principal and accrued        
interest on the principal balance thereof, and since such excess will be applied
to reduce the principal balance of the related Class or Classes of Securities,  
the weighted average life of such Securities will be reduced and may adversely  
affect yield to holders thereof, depending upon the price at which such         
Securities were purchased.                                                      

  As may be described in the related prospectus supplement, the applicable
Agreement may provide that all or a portion of the principal collected on or    
with respect to the related Mortgage Loans may be applied by the related Trustee
to the acquisition of additional Mortgage Loans during a specified period       
(rather than used to fund payments of principal to Securityholders during such  
period) with the result that the related securities possess an interest-only    
period, also commonly referred to as a revolving period, which will be followed 
by an amortization period. Any such interest-only or revolving period may, upon 
the occurrence of certain events to be described in the related prospectus      
supplement, terminate prior to the end of the specified period and result in the
earlier than expected amortization of the related Securities.                   

    In addition, and as may be described in the related prospectus supplement,
the related Agreement may provide that all or a portion of such collected       
principal may be retained by the Trustee (and held in certain temporary         
investments, including Mortgage Loans) for a specified period prior to being    
used to fund payments of principal to Securityholders.                          

 The result of such retention and temporary investment by the Trustee of
such principal would be to slow the amortization rate of the related Securities 
relative to the amortization rate of the related Mortgage Loans, or to attempt  
to match the amortization rate of the related Securities to an amortization     
schedule established at the time such Securities are issued. Any such feature   
applicable to any Securities may terminate upon the occurrence of events to be  
described in the related prospectus supplement, resulting in the current funding
of principal payments to the related Securityholders and an acceleration of the 
amortization of such Securities.                                                

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Termination                                                           

If so specified in the related prospectus supplement, a Series of     
Securities may be subject to optional early termination through the repurchase  
of the Assets in the related Trust Fund by the party specified therein, on any  
date on which the aggregate principal balance of the Assets or the aggregate    
Security Balance of the Securities of such Series declines to a percentage      
specified in the related prospectus supplement (not to exceed 10%) of the       
aggregate initial principal balance of such Assets or initial Security Balance  
of such Securities, as the case may be, under the circumstances and in the      
manner set forth therein. In addition, if so provided in the related prospectus 
supplement, certain Classes of Securities may be purchased or redeemed in the   
manner set forth therein. See "Description of the Securities--Termination."     

Defaults                                                              

  The rate of defaults on the Assets will also affect the rate, timing and
amount of principal payments on the Assets and thus the yield on the Securities.
In general, defaults on mortgage loans or contracts are expected to occur with  
greater frequency in their early years. The rate of default on Mortgage Loans   
which are refinance or limited documentation mortgage loans, and on Mortgage    
Loans with high Loan-to-Value Ratios, may be higher than for other types of     
Mortgage Loans. Furthermore, the rate and timing of prepayments, defaults and   
liquidations on the Mortgage Loans and Contracts will be affected by the general
economic condition of the region of the country in which the related Mortgage   
Properties or Manufactured Homes are located. The risk of delinquencies and loss
is greater and prepayments are less likely in regions where a weak or           
deteriorating economy exists, as may be evidenced by, among other factors,      
increasing unemployment or falling property values.                             

Foreclosures                                                          

     The number of foreclosures or repossessions and the principal amount of the
Mortgage Loans or Contracts comprising or underlying the Assets that are        
foreclosed or repossessed in relation to the number and principal amount of     
Mortgage Loans or Contracts that are repaid in accordance with their terms will 
affect the weighted average life of the Mortgage Loans or Contracts comprising  
or underlying the Assets and that of the related Series of Securities.          

Refinancing                                                           

    At the request of a mortgagor, the Servicer may allow the refinancing of a
Mortgage Loan or Contract in any Trust Fund by accepting prepayments thereon and
permitting a new loan secured by a mortgage on the same property. In the event  
of such a refinancing, the new loan would not be included in the related Trust  
Fund and, therefore, such refinancing would have the same effect as a prepayment
in full of the related Mortgage Loan or Contract. A Servicer may, from time to  
time, implement programs designed to encourage refinancing. Such programs may   
include, without limitation, modifications of existing loans, general or        
targeted solicitations, the offering of pre-approved applications, reduced      
origination fees or closing costs, or other financial incentives. In addition,  
Servicers may encourage the refinancing of Mortgage Loans or Contracts,         
including defaulted Mortgage Loans or Contracts, that would permit creditworthy 
borrowers to assume the outstanding indebtedness of such Mortgage Loans or      
Contracts.                                                                      

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Due-on-Sale Clauses                                                   

Acceleration of mortgage payments as a result of certain transfers of 
underlying Mortgaged Property is another factor affecting prepayment rates that 
may not be reflected in the prepayment standards or models used in the relevant 
prospectus supplement. A number of the Mortgage Loans comprising or underlying  
the Assets may include "due-on-sale clauses" that allow the holder of the       
Mortgage Loans to demand payment in full of the remaining principal balance of  
the Mortgage Loans upon sale, transfer or conveyance of the related Mortgaged   
Property. With respect to any Mortgage Loans, except as set forth in the related
prospectus supplement, the Servicer will generally enforce any due-on-sale      
clause to the extent it has knowledge of the conveyance or proposed conveyance  
of the underlying Mortgaged Property and it is entitled to do so under          
applicable law; provided, however, that the Servicer will not take any action in
relation to the enforcement of any due-on-sale provision which would adversely  
affect or jeopardize coverage under any applicable insurance policy. See        
"Certain Legal Aspects of Mortgage Loans--Due-on-Sale Clauses" and "Description 
of the Agreements--Material Terms of the Pooling and Servicing Agreements and   
Underlying Servicing Agreements--Due-on-Sale Provisions." The Contracts, in     
general, prohibit the sale or transfer of the related Manufactured Homes without
the consent of the Servicer and permit the acceleration of the maturity of the  
Contracts by the Servicer upon any such sale or transfer that is not consented  
to. It is expected that the Servicer will permit most transfers of Manufactured 
Homes and not accelerate the maturity of the related Contracts. In certain      
cases, the transfer may be made by a delinquent obligor in order to avoid a     
repossession of the Manufactured Home. In the case of a transfer of a           
Manufactured Home after which the Servicer desires to accelerate the maturity of
the related Contract, the Servicer's ability to do so will depend on the        
enforceability under state law of the "due-on-sale clause". See "Certain Legal  
Aspects of the Contracts--Transfers of Manufactured Homes; Enforceability of    
Due-on-Sale Clauses."                                                           

 THE DEPOSITOR

     Asset Backed Funding Corporation (the "Depositor") is a direct wholly-owned
subsidiary of Banc of America Mortgage Capital Corporation and was incorporated 
in the State of Delaware on July 23, 1997. The principal executive offices of   
the Depositor are located at 214 North Tryon Street, Charlotte, North Carolina  
28255. Its telephone number is (704) 386-2400.                                  

The Depositor formerly was an indirect wholly-owned subsidiary of     
NationsBank Corporation. On September 30, 1998, BankAmerica Corporation was     
merged with and into NationsBank Corporation with the latter entity surviving.  
Upon completion of the merger, NationsBank Corporation changed its name first to
BankAmerica Corporation and then to Bank of America Corporation. As a result,   
the Depositor is now an indirect wholly-owned subsidiary of Bank of America     
Corporation.                                                                    

    The Depositor does not have, nor is it expected in the future to have, any
significant assets.                                                             

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 DESCRIPTION OF THE SECURITIES

General                                                                         

 The asset-backed certificates (the "Certificates") of a series (each, a
"Series") (including any Class of Certificates not offered hereby) will         
represent the entire beneficial ownership interest in the trust fund (the       
"Trust" or the "Trust Fund") created pursuant to the applicable Agreement. If a 
Series of Securities includes asset-backed notes (the "Notes" and, together with
the Certificates, the "Securities"), such Notes will represent indebtedness of  
the related Trust Fund and will be issued and secured pursuant to an Indenture. 
Each Series of Securities will consist of one or more classes (each, a "Class") 
of Securities that may (i) provide for the accrual of interest thereon based on 
fixed, variable or adjustable rates; (ii) be senior (the "Senior Certificates"  
or the "Senior Notes" and, collectively, "Senior Securities") or subordinate    
(the "Subordinate Certificates" or the "Senior Notes" and, collectively,        
"Subordinate Securities") to one or more other Classes of Securities in respect 
of certain distributions on the Securities; (iii) be entitled either to (A)     
principal distributions, with disproportionately low, nominal or no interest    
distributions or (B) interest distributions, with disproportionately low,       
nominal or no principal distributions (collectively, "Strip Securities"); (iv)  
provide for distributions of accrued interest thereon commencing only following 
the occurrence of certain events, such as the retirement of one or more other   
Classes of Securities of such Series (collectively, "Accrual Securities"); (v)  
provide for payments of principal as described in the related prospectus        
supplement, from all or only a portion of the Assets in such Trust Fund, to the 
extent of available funds, in each case as described in the related prospectus  
supplement; and/or (vi) provide for distributions based on a combination of two 
or more components thereof with one or more of the characteristics described in 
this paragraph including a Strip Security component. If so specified in the     
related prospectus supplement, distributions on one or more Classes of a Series 
of Securities may be limited to collections from a designated portion of the    
Assets in the related Trust Fund (each such portion of Assets, an "Asset        
Group"). Any such Classes may include Classes of Securities of a Series offered 
pursuant to this prospectus and a related prospectus supplement (the "Offered   
Securities" ).                                                                  

Each Class of Offered Securities of a Series will be issued in minimum
denominations corresponding to the Security Balances or, in the case of certain 
Classes of Strip Securities, notional amounts or percentage interests specified 
in the related prospectus supplement. The transfer of any Offered Securities may
be registered and such Securities may be exchanged without the payment of any   
service charge payable in connection with such registration of transfer or      
exchange, but the Depositor or the Trustee or any agent thereof may require     
payment of a sum sufficient to cover any tax or other governmental charge. One  
or more Classes of Securities of a Series may be issued in fully registered,    
certificated form ("Definitive Securities") or in book-entry form ("Book-Entry  
Securities"), as provided in the related prospectus supplement. See "Risk       
Factors--Risks Associated with the Securities--Book-Entry Securities May        
Experience Certain Problems and "Description of the Securities--Book-Entry      
Registration and Definitive Securities." Definitive Securities will be          
exchangeable for other Securities of the same Class and Series of a like        
aggregate Security Balance, notional amount or percentage interest but of       
different authorized denominations. See "Risk Factors--Risks Associated with the
Securities--Securities May Not be Liquid."                                      

Distributions                                                                   

     Distributions on the Securities of each Series will be made by or on behalf
of the Trustee on each Distribution Date as specified in the related prospectus 
supplement from the Available Distribution Amount for such Series and such      
Distribution Date. Distributions (other than the final distribution) will be    
made to the persons in whose names the Securities are registered at the close of
business on, unless a different date is specified in the related prospectus     
supplement, the last business day of the month preceding the month in which the 
Distribution Date occurs (the "Record Date"), and the amount of each            
distribution will be determined as of the close of business on the date         
specified in the related prospectus supplement (the "Determination Date"). All  
distributions with respect to each Class of Securities on each Distribution Date
will be allocated pro rata among the outstanding Securityholders in such Class  
or by random selection or as described in the related prospectus supplement.    
Payments will be made either by wire transfer in immediately available funds to 
the account of a Securityholder at a bank or other entity having appropriate    
facilities therefor, if such Securityholder has so notified the Trustee or other
person required to make such payments no later than the date specified in the   
related prospectus supplement (and, if so provided in the related prospectus    
supplement, holds Securities in the requisite amount specified therein), or by  
check mailed to the address of the person entitled thereto as it appears on the 
security register; provided, however, that the final distribution in retirement 
of the Securities will be made only upon presentation and surrender of the      
Securities at the location specified in the notice to Securityholders of such   
final distribution.                                                             

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Available Distribution Amount                                                   

 All distributions on the Securities of each Series on each Distribution
Date will be made from the Available Distribution Amount described below, in    
accordance with the terms described in the related prospectus supplement.       
Generally, the "Available Distribution Amount" for each Distribution Date equals
the sum of the following amounts:                                               

         (i) the total amount of all cash on deposit in the related Collection
Account as of the corresponding Determination Date, exclusive of:     

            (a) all scheduled payments of principal and interest collected
    but due on a date subsequent to the related Due Period (unless a
         different period is specified in the related prospectus supplement, a
       "Due Period" with respect to any Distribution Date will commence on
  the second day of the month in which the immediately preceding
      Distribution Date occurs, or the day after the Cut-off Date in the
      case of the first Due Period, and will end on the first day of the
month of the related Distribution Date),                    

        (b) all prepayments, together with related payments of the
         interest thereon and related Prepayment Premiums, all proceeds of any
        insurance policies to be maintained in respect of each Asset (to the
        extent such proceeds are not applied to the restoration of the Asset
       or released in accordance with the normal servicing procedures of a
   Servicer, subject to the terms and conditions applicable to the
          related Asset) (collectively, "Insurance Proceeds"), all other amounts
         received and retained in connection with the liquidation of Assets in
 default in the Trust Fund ("Liquidation Proceeds"), and other
         unscheduled recoveries received subsequent to the related Due Period,

       (c) all amounts in the Collection Account that are due or
  reimbursable to the Depositor, the Trustee, an Asset Seller, a
         Servicer, the Master Servicer or any other entity as specified in the
   related prospectus supplement or that are payable in respect of
   certain expenses of the related Trust Fund, and (d) all amounts
 received for a repurchase of an Asset from the Trust Fund for
     defective documentation or a breach of representation or warranty
received subsequent to the related Due Period;              

      (ii) if the related prospectus supplement so provides, interest or
investment income on amounts on deposit in the Collection Account,    
including any net amounts paid under any Cash Flow Agreements;        

       (iii) all advances made by a Servicer or the Master Servicer or any
     other entity as specified in the related prospectus supplement with respect
to such Distribution Date;                                            

  (iv) if and to the extent the related prospectus supplement so
  provides, amounts paid by a Servicer or any other entity as specified in
the related prospectus supplement with respect to interest shortfalls 
resulting from prepayments during the related Prepayment Period; and  

         (v) to the extent not on deposit in the related Collection Account as
    of the corresponding Determination Date, any amounts collected under, from
     or in respect of any Credit Support with respect to such Distribution Date.

As described below, the entire Available Distribution Amount will be  
distributed among the related Securities (including any Securities not offered  
hereby) on each Distribution Date, and accordingly will be released from the    
Trust Fund and will not be available for any future distributions.              

    The related prospectus supplement for a Series of Securities will describe
any variation in the calculation of the Available Distribution Amount for such  
Series.                                                                         

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Distributions of Interest on the Securities                                     

    Each Class of Securities (other than Classes of Strip Securities that have
no Pass-Through Rate or interest rate) may have a different Pass-Through Rate or
interest rate, which will be a fixed, variable or adjustable rate at which      
interest will accrue on such Class or a Component thereof (the "Pass-Through    
Rate" in the case of Certificates). The related prospectus supplement will      
specify the Pass-Through Rate or interest rate for each Class or component or,  
in the case of a variable or adjustable Pass-Through Rate or interest rate, the 
method for determining the Pass-Through Rate or interest rate. Interest on the  
Securities will be calculated on the basis of a 360-day year consisting of      
twelve 30-day months unless the related prospectus supplement specifies a       
different basis.                                                                

     Distributions of interest in respect of the Securities of any Class will be
made on each Distribution Date (other than any Class of Accrual Securities,     
which will be entitled to distributions of accrued interest commencing only on  
the Distribution Date, or under the circumstances, specified in the related     
prospectus supplement, and any Class of Strip Securities that are not entitled  
to any distributions of interest) based on the Accrued Security Interest for    
such Class and such Distribution Date, subject to the sufficiency of the portion
of the Available Distribution Amount allocable to such Class on such            
Distribution Date. Prior to the time interest is distributable on any Class of  
Accrual Securities, the amount of Accrued Security Interest otherwise           
distributable on such Class will be added to the Security Balance thereof on    
each Distribution Date. With respect to each Class of Securities and each       
Distribution Date (other than certain Classes of Strip Securities), "Accrued    
Security Interest" will be equal to interest accrued during the related Accrual 
Period on the outstanding Security Balance thereof immediately prior to the     
Distribution Date, at the applicable Pass-Through Rate or interest rate, reduced
as described below. Accrued Security Interest on certain Classes of Strip       
Securities will be equal to interest accrued during the related Accrual Period  
on the outstanding notional amount thereof immediately prior to each            
Distribution Date, at the applicable Pass-Through Rate or interest rate, reduced
as described below, or interest accrual in the manner described in the related  
prospectus supplement. The method of determining the notional amount for a      
certain Class of Strip Securities will be described in the related prospectus   
supplement. Reference to notional amount is solely for convenience in certain   
calculations and does not represent the right to receive any distributions of   
principal. Unless otherwise provided in the related prospectus supplement, the  
Accrued Security Interest on a Series of Securities will be reduced in the event
of prepayment interest shortfalls, which are shortfalls in collections of       
interest for a full accrual period resulting from prepayments prior to the due  
date in such accrual period on the Mortgage Loans or Contracts comprising or    
underlying the Assets in the Trust Fund for such Series. The particular manner  
in which such shortfalls are to be allocated among some or all of the Classes of
Securities of that Series will be specified in the related prospectus           
supplement. The related prospectus supplement will also describe the extent to  
which the amount of Accrued Security Interest that is otherwise distributable on
(or, in the case of Accrual Securities, that may otherwise be added to the      
Security Balance of) a Class of Offered Securities may be reduced as a result of
any other contingencies, including delinquencies, losses and deferred interest  
on or in respect of the Mortgage Loans or Contracts comprising or underlying the
Assets in the related Trust Fund. Unless otherwise provided in the related      
prospectus supplement, any reduction in the amount of Accrued Security Interest 
otherwise distributable on a Class of Securities by reason of the allocation to 
such Class of a portion of any deferred interest on the Mortgage Loans or       
Contracts comprising or underlying the Assets in the related Trust Fund will    
result in a corresponding increase in the Security Balance of such Class. See   
"Risk Factors--Risk Associated with the Securities--Rate of Prepayment on       
Mortgage Loans May Adversely Affect Average Lives and Yields on the Securities" 
and "Yield Considerations."                                                     

Distributions of Principal of the Securities                                    

The Securities of each series, other than certain Classes of Strip    
Securities, will have a Security Balance which, at any time, will equal the then
maximum amount that the holder will be entitled to receive in respect of        
principal out of the future cash flow on the Assets and other assets included in
the related Trust Fund. The outstanding Security Balance of a Security will be  
reduced to the extent of distributions of principal thereon from time to time   
and, if and to the extent so provided in the related prospectus supplement, by  
the amount of losses incurred in respect of the related Assets, may be increased
in respect of deferred interest on the related Mortgage Loans to the extent     
provided in the related prospectus supplement and, in the case of Accrual       
Securities prior to the Distribution Date on which distributions of interest are
required to commence, will be increased by any related Accrued Security         
Interest. If so specified in the related prospectus supplement, the initial     
aggregate Security Balance of all Classes of Securities of a Series will be     
greater than the outstanding aggregate principal balance of the related Assets  
as of the applicable Cut-off Date. The initial aggregate Security Balance of a  
series and each Class thereof will be specified in the related prospectus       
supplement. Distributions of principal will be made on each Distribution Date to
the Class or Classes of Securities in the amounts and in accordance with the    
priorities specified in the related prospectus supplement. Certain Classes of   
Strip Securities with no Security Balance are not entitled to any distributions 
of principal.                                                                   

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Categories of Classes of Securities                                             

    The Securities of any Series may be comprised of one or more Classes. Such
Classes, in general, fall into different categories. The following chart        
identifies and generally defines certain of the more typical categories. The    
prospectus supplement for a Series of Securities may identify the Classes which 
comprise such Series by reference to the following categories or another        
category specified in the applicable prospectus supplement.                     

                                                        [Enlarge/Download Table]

Categories of Classes                                                 Definition                        
---------------------                                                 ----------                        
                                                                                                        
                                                                        PRINCIPAL TYPES                 

Accretion Directed Class....................... A Class that receives principal payments from the       
                                                accreted interest from specified Accrual Classes. An    
                                                Accretion Directed Class also may receive principal     
                                                payments from principal paid on the Assets for the      
                                                related Series.                                         

Component Class................................  A Class consisting of two or more specified components 
                                                (each, a "Component") as described in the applicable    
                                                prospectus supplement. The Components of a Class may    
                                                have different principal and/or interest payment        
                                                characteristics but together constitute a single Class  
                                                and do not represent severable interests. Each Component
                                                may be identified as falling into one or more of the    
                                                categories in this chart.                               

Lockout Class.................................. A senior Class that is designed not to participate in or
                                                to participate to a limited extent in (i.e., to be      
                                                "locked out" of), for a specified period, the receipt of
                                                (1) principal prepayments on the Assets that are        
                                                allocated disproportionately to the senior Classes of   
                                                such Series as a group pursuant to a "shifting interest"
                                                structure and/or (2) scheduled principal payments on the
                                                Assets that are allocated to the senior Classes as a    
                                                group. A Lockout Class will typically not be entitled to
                                                receive, or will be entitled to receive only a          
                                                restricted portion of, distributions or principal       
                                                prepayments and/or scheduled principal payments, as     
                                                applicable, for a period of several years, during which 
                                                time all or a portion of such principal payments that it
                                                would otherwise be entitled to receive in the absence of
                                                a "lockout" structure will be distributed in reduction  
                                                of the principal balances of other senior Classes.      
                                                Lockout Classes are designed to minimize weighted       
                                                average life volatility during the lockout period.      

Notional Amount Class.......................... A Class having no principal balance and bearing interest
                                                on the related notional amount. The notional amount is  
                                                used for purposes of the determination of interest      
                                                distributions.                                          

Pass-Through Class............................. A Class of Senior Securities that is entitled to receive
                                                all or a specified percentage of the principal payments 
                                                that are distributable to the Senior Certificates or    
                                                applicable group of Senior Certificates (other than any 
                                                Ratio Strip Class) in the aggregate on a Distribution   
                                                Date and that is not designated as a Sequential Pay     
                                                Class.                                                  

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                                                        [Enlarge/Download Table]

                                                                                                        
Planned Amortization Class                      A Class that is designed to receive principal payments  
   (also sometimes referred to                  using a predetermined principal balance schedule derived
   as a "PAC")................................. by assuming two constant prepayment rates for the       
                                                underlying Assets. These two rates are the endpoints for
                                                the "structuring range" for the Planned Amortization    
                                                Class. The Planned Amortization Classes in any Series of
                                                Securities may be subdivided into different categories  
                                                (e.g., Planned Amortization Class I ("PAC I"), Planned  
                                                Amortization Class II ("PAC II") and so forth) derived  
                                                using different structuring ranges and/or payment       
                                                priorities. A PAC is designed to provide protection     
                                                against volatility of weighted average life if          
                                                prepayments occur at a constant rate within the         
                                                structuring range.                                      

Ratio Strip Class.............................. A Class that is entitled to receive a constant          
                                                proportion, or "ratio strip," of the principal payments 
                                                on the underlying Assets.                               

Scheduled Amortization Class................... A Class that is designed to receive principal payments  
                                                using a predetermined principal balance schedule but is 
                                                not designated as a Planned Amortization Class or       
                                                Targeted Amortization Class. The schedule is derived by 
                                                assuming either two constant prepayment rates or a      
                                                single constant prepayment rate for the underlying      
                                                Assets. In the former case, the two rates are the       
                                                endpoints for the "structuring range" for the Scheduled 
                                                Amortization Class and such range generally is narrower 
                                                than that for a Planned Amortization Class. Typically,  
                                                the Support Class(es) for the applicable Series of      
                                                Securities generally will represent a smaller percentage
                                                of the Scheduled Amortization Class than a Support Class
                                                generally would represent in relation to a Planned      
                                                Amortization Class or a Targeted Amortization Class. A  
                                                Scheduled Amortization Class is generally less sensitive
                                                to weighted average life volatility as a result of      
                                                prepayments than a Support Class but more sensitive than
                                                a Planned Amortization Class or a Targeted Amortization 
                                                Class.                                                  

Senior Securities.............................. Classes that are entitled to receive payments of        
                                                principal and interest on each Distribution Date prior  
                                                to the Classes of Subordinated Securities.              

Sequential Pay Class........................... A Class that is entitled to receive principal payments  
                                                in a prescribed sequence, that does not have a          
                                                predetermined principal balance schedule and that, in   
                                                most cases, is entitled to receive payments of principal
                                                continuously from the first Distribution Date on which  
                                                it receives principal until it is retired. A single     
                                                Class is entitled to receive principal payments before  
                                                or after other Classes in the same Series of Securities 
                                                may be identified as a Sequential Pay Class.            

Subordinated Securities........................ Classes that are entitled to receive payments of        
                                                principal and interest on each Distribution Date only   
                                                after the Senior Securities and certain Classes of      
                                                Subordinated Securities with higher priority of         
                                                distributions have received their full principal and    
                                                interest entitlements.                                  

Super Senior Class............................. A Class of Senior Securities that will not bear its     
                                                share of certain losses or is not allocated certain     
                                                losses after the Classes of Subordinated Securities are 
                                                no longer outstanding and one or more specified Classes 
                                                of Senior Securities bear such losses.                  

Super Senior Support Class..................... A Class of Senior Securities that bears certain losses  
                                                allocated to one or more Classes of Senior Securities or
                                                is allocated certain losses while one or more Classes of
                                                Senior Securities are not allocated losses.             

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Support Class (also sometimes                   A Class that is entitled to receive principal payments  
   referred to as a "Companion                  on any Distribution Date only if scheduled payments have
   Class")..................................... been made on specified Planned Amortization Classes,    
                                                Targeted Amortization Classes and/or Scheduled          
                                                Amortization Classes.                                   

Targeted Amortization Class                     A Class that is designed to receive principal payments  
   (also sometimes referred to as a             using a predetermined principal balance schedule derived
   "TAC").....                                  by assuming a single constant prepayment rate for the   
                                                underlying Assets. A TAC is designed to provide some    
                                                protection against shortening of weighted average life  
                                                if prepayments occur at a rate exceeding the assumed    
                                                constant prepayment rate used to derive the principal   
                                                balances schedule of such Class.                        

                                                             INTEREST TYPES                             

Accrual Class.................................. A Class that accretes the amount of accrued interest    
                                                otherwise distributable on such Class, which amount will
                                                be added as principal to the principal balance of such  
                                                Class on each applicable Distribution Date. Such        
                                                accretion may continue until some specified event has   
                                                occurred or until such Accrual Class is retired.        

Fixed Rate Class............................... A Class with an interest rate that is fixed throughout  
                                                the life of the Class.                                  

Floating Rate Class............................ A Class with an interest rate that resets periodically  
                                                based upon a designated index and that varies directly  
                                                with changes in such index.                             

Interest Only Class............................ A Class that is entitled to receive some or all of the  
                                                interest payments made on the Assets and little or no   
                                                principal. Interest Only Classes have either no         
                                                principal balance, a nominal principal balance or a     
                                                notional amount. A nominal principal balance represents 
                                                actual principal that will be paid on the Class. It is  
                                                referred to as nominal since it is extremely small      
                                                compared to other Classes. A notional amount is the     
                                                amount used as a reference to calculate the amount of   
                                                interest due on an Interest Only Class that is not      
                                                entitled to any distributions in respect of principal.  

Inverse Floating Rate Class.................... A Class with an interest rate that resets periodically  
                                                based upon a designated index and that varies inversely 
                                                with changes in such index and with changes in the      
                                                interest rate payable on the related Floating Rate      
                                                Class.                                                  

Prepayment Premium Class....................... A Class that is only entitled to penalties or premiums, 
                                                if any, due in connection with a full or partial        
                                                prepayment of an Asset.                                 

Principal Only Class........................... A Class that does not bear interest and is entitled to  
                                                receive only distributions in respect of principal.     

Step Coupon Class.............................. A Class with a fixed interest rate that is reduced to a 
                                                lower fixed rate after a specific period of time. The   
                                                difference between the initial interest rate and the    
                                                lower interest rate will be supported by a reserve fund 
                                                established on the Closing Date.                        

Variable Rate Class............................ A Class with an interest rate that resets periodically  
                                                and is calculated by reference to the rate or rates of  
                                                interest applicable to the Assets.                      

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Components                                                                      

    To the extent specified in the related prospectus supplement, distribution
on a Class of Securities may be based on a combination of two or more different 
Components as described under "--General" above. To such extent, the            
descriptions set forth under "--Distributions of Interest on the Securities" and
"--Distributions of Principal of the Securities" above also relate to Components
of such a Class of Securities. In such case, reference in such sections to      
Security Balance and Pass-Through Rate or interest rate refer to the principal  
balance, if any, of any such Component and the Pass-Through Rate or interest    
rate, if any, on any such Component, respectively.                              

Distributions on the Securities of Prepayment Premiums                          

  If so provided in the related prospectus supplement, Prepayment Premiums
that are collected on the Mortgage Loans in the related Trust Fund will be      
distributed on each Distribution Date to the Class or Classes of Securities     
entitled thereto in accordance with the provisions described in such prospectus 
supplement.                                                                     

Allocation of Losses and Shortfalls                                             

If so provided in the prospectus supplement for a Series of Securities
consisting of one or more Classes of Subordinate Securities, on any Distribution
Date in respect of which losses or shortfalls in collections on the Assets have 
been incurred, the amount of such losses or shortfalls will be borne first by a 
Class of Subordinate Securities in the priority and manner and subject to the   
limitations specified in such prospectus supplement. See "Description of Credit 
Support" for a description of the types of protection that may be included in a 
Trust Fund against losses and shortfalls on Assets comprising such Trust Fund.  

Advances in Respect of Delinquencies                                            

    With respect to any Series of Securities evidencing an interest in a Trust
Fund, if so provided in the related prospectus supplement, the Servicer or      
another entity described therein will be required as part of its servicing      
responsibilities to advance on or before each Distribution Date its own funds or
funds held in the Collection Account that are not included in the Available     
Distribution Amount for such Distribution Date, in an amount equal to the       
aggregate of payments of principal (other than any balloon payments) and        
interest (net of related servicing fees and Retained Interest) that were due on 
the Assets in such Trust Fund during the related Due Period and were delinquent 
on the related Determination Date, subject to the Servicer's (or another        
entity's) good faith determination that such advances will be reimbursable from 
Related Proceeds (as defined below). In the case of a Series of Securities that 
includes one or more Classes of Subordinate Securities and if so provided in the
related prospectus supplement, the Servicer's (or another entity's) advance     
obligation may be limited only to the portion of such delinquencies necessary to
make the required distributions on one or more Classes of Senior Securities     
and/or may be subject to the Servicer's (or another entity's) good faith        
determination that such advances will be reimbursable not only from Related     
Proceeds but also from collections on other Assets otherwise distributable on   
one or more Classes of such Subordinate Securities. See "Description of Credit  
Support."                                                                       

    Advances are intended to maintain a regular flow of scheduled interest and
principal payments to holders of the Class or Classes of Securities entitled    
thereto, rather than to guarantee or insure against losses. Advances of the     
Servicer's (or another entity's) funds will be reimbursable only out of related 
recoveries on the Assets (including amounts received under any form of Credit   
Support) respecting which such advances were made (as to any Assets, "Related   
Proceeds") and from any other amounts specified in the related prospectus       
supplement, including out of any amounts otherwise distributable on one or more 
Classes of Subordinate Securities of such Series; provided, however, that any   
such advance will be reimbursable from any amounts in the Collection Account    
prior to any distributions being made on the Securities to the extent that the  
Servicer (or such other entity) shall determine in good faith that such advance 
(a "Nonrecoverable Advance") is not ultimately recoverable from Related Proceeds
or, if applicable, from collections on other Assets otherwise distributable on  
such Subordinate Securities. If advances have been made by the Servicer from    
excess funds in the Collection Account, the Servicer is required to replace such
funds in the Collection Account on any future Distribution Date to the extent   
that funds in the Collection Account on such Distribution Date are less than    
payments required to be made to Securityholders on such date. If so specified in
the related prospectus supplement, the obligations of the Servicer (or another  
entity) to make advances may be secured by a cash advance reserve fund, a surety
bond, a letter of credit or another form of limited guaranty. If applicable,    
information regarding the characteristics of, and the identity of any obligor   
on, any such surety bond, will be set forth in the related prospectus           
supplement.                                                                     

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    If and to the extent so provided in the related prospectus supplement, the
Servicer (or another entity) will be entitled to receive interest at the rate   
specified therein on its outstanding advances and will be entitled to pay itself
such interest periodically from general collections on the Assets prior to any  
payment to Securityholders or as otherwise provided in the applicable Agreement 
and described in such prospectus supplement.                                    

   If specified in the related prospectus supplement, the Master Servicer or
the Trustee will be required to make advances, subject to certain conditions    
described in the prospectus supplement, in the event of a Servicer default.     

Reports to Securityholders                                                      

   With each distribution to holders of any Class of Securities of a Series,
the Servicer, the Master Servicer or the Trustee, as provided in the related    
prospectus supplement, will forward or cause to be forwarded to each such       
holder, to the Depositor and to such other parties as may be specified in the   
applicable Agreement, a statement generally setting forth, in each case to the  
extent applicable and available:                                                

        (i) the amount of such distribution to holders of Securities of such
Class applied to reduce the Security Balance thereof;                 

         (ii) the amount of such distribution to holders of Securities of such
Class allocable to Accrued Security Interest;                         

 (iii) the amount of such distribution allocable to Prepayment
Premiums;                                                             

    (iv) the amount of related servicing compensation and such other
   customary information as is required to enable Securityholders to prepare
their tax returns;                                                    

       (v) the aggregate amount of advances included in such distribution,
    and the aggregate amount of unreimbursed advances at the close of business
on such Distribution Date;                                            

      (vi) the aggregate principal balance of the Assets at the close of
business on such Distribution Date;                                   

         (vii) the number and aggregate principal balance of Mortgage Loans or
    Contracts in respect of which (a) one scheduled payment is delinquent, (b)
     two scheduled payments are delinquent, (c) three or more scheduled payments
are delinquent and (d) foreclosure proceedings have been commenced;   

          (viii) with respect to any Mortgage Loan or Contract liquidated during
the related Due Period, (a) the portion of such liquidation proceeds  
   payable or reimbursable to a Servicer (or any other entity) in respect of
such Mortgage Loan and (b) the amount of any loss to Securityholders; 

      (ix) with respect to collateral acquired by the Trust Fund through
    foreclosure or otherwise (a "REO Property") relating to a Mortgage Loan or
  Contract and included in the Trust Fund as of the end of the related Due
Period, the date of acquisition;                                      

        (x) with respect to each REO Property relating to a Mortgage Loan or
  Contract and included in the Trust Fund as of the end of the related Due
Period, (a) the book value, (b) the principal balance of the related  
Mortgage Loan or Contract immediately following such Distribution Date
 (calculated as if such Mortgage Loan or Contract were still outstanding
taking into account certain limited modifications to the terms thereof
specified in the applicable Agreement), (c) the aggregate amount of   
unreimbursed servicing expenses and unreimbursed advances in respect  
     thereof and (d) if applicable, the aggregate amount of interest accrued and
payable on related servicing expenses and related advances;           

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          (xi) with respect to any such REO Property sold during the related Due
   Period (a) the aggregate amount of sale proceeds, (b) the portion of such
     sales proceeds payable or reimbursable to the Master Servicer in respect of
such REO Property or the related Mortgage Loan or Contract and (c) the
  amount of any loss to Securityholders in respect of the related Mortgage
Loan;                                                                 

        (xii) the aggregate Security Balance or notional amount, as the case
    may be, of each Class of Securities (including any Class of Securities not
offered hereby) at the close of business on such Distribution Date,   
  separately identifying any reduction in such Security Balance due to the
   allocation of any loss and increase in the Security Balance of a Class of
 Accrual Securities in the event that Accrued Security Interest has been
added to such balance;                                                

        (xiii) the aggregate amount of principal prepayments made during the
related Due Period;                                                   

   (xiv) the amount deposited in the reserve fund, if any, on such
Distribution Date;                                                    

          (xv) the amount remaining in the reserve fund, if any, as of the close
of business on such Distribution Date;                                

         (xvi) the aggregate unpaid Accrued Security Interest, if any, on each
 Class of Securities at the close of business on such Distribution Date;

         (xvii) in the case of Securities with a variable Pass-Through Rate or
  interest rate, the Pass-Through Rate or interest rate applicable to such
Distribution Date, and, if available, the immediately succeeding      
     Distribution Date, as calculated in accordance with the method specified in
the related prospectus supplement;                                    

          (xviii) in the case of Securities with an adjustable Pass-Through Rate
     or interest rate, for statements to be distributed in any month in which an
   adjustment date occurs, the adjustable Pass-Through Rate or interest rate
 applicable to such Distribution Date, if available, and the immediately
  succeeding Distribution Date as calculated in accordance with the method
specified in the related prospectus supplement;                       

       (xix) as to any Series which includes Credit Support, the amount of
  coverage of each instrument of Credit Support included therein as of the
close of business on such Distribution Date;                          

       (xx) during the Pre-Funding Period, the remaining Pre-Funded Amount
and the portion of the Pre-Funding Amount used to acquire Subsequent  
Mortgage Loans since the preceding Distribution Date;                 

    (xxi) during the Pre-Funding Period, the amount remaining in the
Capitalized Interest Account; and                                     

          (xxii) the aggregate amount of payments by the obligors of (a) default
interest, (b) late charges and (c) assumption and modification fees   
collected during the related Due Period.                              

 Within a reasonable period of time after the end of each calendar year,
the Servicer, the Master Servicer or the Trustee, as provided in the related    
prospectus supplement, shall furnish to each Securityholder of record at any    
time during the calendar year such information required by the Code and         
applicable regulations thereunder to enable Securityholders to prepare their tax
returns. See "Description of the Securities--Book-Entry Registration and        
Definitive Securities."                                                         

Termination                                                                     

The obligations created by the applicable Agreement for each Series of
Securities will terminate upon the payment to Securityholders of that Series of 
all amounts held in the Collection Account or by a Servicer, the Master         
Servicer, if any, or the Trustee and required to be paid to them pursuant to    
such Agreement following the earlier of (i) the final payment or other          
liquidation of the last Asset subject thereto or the disposition of all property
acquired upon foreclosure of any Mortgage Loan or Contract subject thereto and  
(ii) the purchase of all of the assets of the Trust Fund by the party entitled  
to effect such termination, under the circumstances and in the manner set forth 
in the related prospectus supplement. In no event, however, will the Trust Fund 
continue beyond the date specified in the related prospectus supplement. Written
notice of termination of the applicable Agreement will be given to each         
Securityholder, and the final distribution will be made only upon presentation  
and surrender of the Securities at the location to be specified in the notice of
termination.                                                                    

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If so specified in the related prospectus supplement, a Series of     
Securities may be subject to optional early termination through the repurchase  
of the Assets in the related Trust Fund by the party specified therein, under   
the circumstances and in the manner set forth therein. If so provided in the    
related prospectus supplement, upon the reduction of the Security Balance of a  
specified Class or Classes of Securities by a specified percentage, the party   
specified therein will solicit bids for the purchase of all assets of the Trust 
Fund, or of a sufficient portion of such assets to retire such Class or Classes 
or purchase such Class or Classes at a price set forth in the related prospectus
supplement, in each case, under the circumstances and in the manner set forth   
therein. Such price will at least equal the outstanding Security Balances and   
any accrued and unpaid interest thereon (including any unpaid interest          
shortfalls for prior Distribution Dates). Any sale of the Assets of the Trust   
Fund will be without recourse to the Trust Fund or the Securityholders. Any such
purchase or solicitation of bids may be made only when the aggregate Security   
Balance of such class or classes declines to a percentage of the Initial        
Security Balance of such Securities (not to exceed 10%) specified in the related
prospectus supplement. In addition, if so provided in the related prospectus    
supplement, certain Classes of Securities may be purchased or redeemed in the   
manner set forth therein.                                                       

Optional Purchases                                                              

   Subject to the provisions of the applicable Agreement, the Depositor, the
Servicer or such other party specified in the related prospectus supplement may,
at such party's option, repurchase (i) any Asset which is in default or as to   
which default is reasonably foreseeable if, in the Depositor's, the Servicer's  
or such other party's judgment, the related default is not likely to be cured by
the borrower or default is not likely to be averted and (ii) any Asset as to    
which the origination of such Asset breached a representation or warranty made  
with respect of such Mortgage Loan to the Depositor, the Servicer or such other 
party at a price equal to the unpaid principal balance thereof plus accrued     
interest thereon and under the conditions set forth in the applicable prospectus
supplement.                                                                     

Definitive Form                                                                 

If so specified in the related prospectus supplement, Securities of a 
Series may be issued as Definitive Securities. Distributions of principal of,   
and interest on, Definitive Securities will be made directly to holders of      
Definitive Securities in accordance with the procedures set forth in the        
Agreement. The Definitive Securities of a Series offered hereby and by means of 
the applicable prospectus supplement will be transferable and exchangeable at   
the office or agency maintained by the Trustee or such other entity for such    
purpose set forth in the applicable prospectus supplement. No service charge    
will be made for any transfer or exchange of Definitive Securities, but the     
Trustee or such other entity may require payment of a sum sufficient to cover   
any tax or other governmental charge in connection with such transfer or        
exchange.                                                                       

In the event that an election is made to treat the Trust Fund (or one or more   
pools of segregated assets therein) as a REMIC, the Residual Securities thereof 
will be issued as Definitive Securities. No legal or beneficial interest in all 
or a portion of any Residual Security may be transferred without the receipt by 
the transferor and the Trustee of an affidavit described under "--Taxation of   
Owners of Residual Securities--Tax-Related Restrictions on Transfer of Residual 
Securities."                                                                    

Book-Entry Registration and Definitive Securities                               

   If so specified in the related prospectus supplement, one or more Classes
of Securities of a Series will be issued as Securities and will be transferable 
and exchangeable at the office of the registrar identified in the related       
prospectus supplement. Unless otherwise specified in the related prospectus     
supplement, no service charge will be made for any such registration or transfer
of such Securities, but the owner may be required to pay a sum sufficient to    
cover any tax or other governmental charge.                                     

     If so specified in the related prospectus supplement, Book-Entry Securities
may be initially represented by one or more Securities registered in the name of
DTC and be available only in the form of book-entries. If specified in the      
related prospectus supplement, holders of Securities may hold beneficial        
interests in Book-Entry Securities through DTC (in the United States) or        
Clearstream or Euroclear (in Europe) directly if they are participants of such  
systems, or indirectly through organizations which are participants in such     
systems.                                                                        

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  Clearstream and Euroclear will hold omnibus positions on behalf of their
participants through customers' securities accounts in their respective names on
the books of their respective Depositaries which in turn will hold such         
positions in customers' securities accounts in the Depositaries' names on the   
books of DTC.                                                                   

 Transfers between Participants will occur in accordance with DTC rules.
Transfers between Clearstream Participants and Euroclear Participants will occur
in accordance with their applicable rules and operating procedures.             

Cross-market transfers between persons holding directly or indirectly 
through DTC, on the one hand, and directly or indirectly through Clearstream or 
Euroclear, on the other, will be effected in DTC in accordance with DTC rules on
behalf of the relevant European international clearing system by its Depositary.
However, each such cross-market transaction will require delivery of            
instructions to the relevant European international clearing system by the      
counterparty in such system in accordance with its rules and procedures and     
within its established deadlines. The relevant European international clearing  
system will, if the transaction meets its settlement requirements, deliver      
instructions to its Depositary to take action to effect final settlement on its 
behalf by delivering or receiving securities through DTC, and making or         
receiving payment in accordance with normal procedures for same-day funds       
settlement applicable to DTC. Clearstream Participants and Euroclear            
Participants may not deliver instructions directly to the Depositaries.         

Because of time-zone differences, credits of securities received in   
Clearstream or Euroclear as a result of a transaction with a Participant will be
made during subsequent securities settlement processing and dated the business  
day following the DTC settlement date. Such credits or any transactions in such 
securities settled during such processing will be reported to the Clearstream   
Participant or Euroclear Participant on such business day. Cash received in     
Clearstream or Euroclear as a result of sales of Securities by or through a     
Clearstream Participant or a Euroclear Participant to a Participant will be     
received with value on the DTC settlement date but will be available in the     
relevant Clearstream or Euroclear cash account only as of the business day      
following settlement in DTC.                                                    

DTC is a limited purpose trust company organized under the laws of the
State of New York, a "banking organization" within the meaning of the New York  
Banking Law, a member of the Federal Reserve System, a "clearing corporation"   
within the meaning of the New York Uniform Commercial Code ("UCC") and a        
"clearing agency" registered pursuant to Section 17A of the Securities Exchange 
Act of 1934, as amended ("Exchange Act"). DTC was created to hold securities for
its participating members ("DTC Participants") and to facilitate the clearance  
and settlement of securities transactions between Participants through          
electronic book-entries, thereby eliminating the need for physical movement of  
securities. Participants include securities brokers and dealers, banks, trust   
companies and clearing corporations which may include underwriters, agents or   
dealers with respect to the Securities of any Class or Series. Indirect access  
to the DTC system also is available to others such as banks, brokers, dealers   
and trust companies that clear through or maintain a custodial relationship with
a Participant, either directly or indirectly ("Indirect Participants"). The     
rules applicable to DTC and Participants are on file with the Commission.       

     Beneficial owners ("Security Owners") that are not Participants or Indirect
Participants but desire to purchase, sell or otherwise transfer ownership of, or
other interests in, Book-Entry Securities may do so only through Participants   
and Indirect Participants. Participants who are Security Owners of Book-Entry   
Securities will receive a credit for such Securities on DTC's records. The      
ownership interest of such holder will in turn be recorded on respective records
of the Participants and Indirect Participants. Such holders will not receive    
written confirmation from DTC of their purchase, but are expected to receive    
written confirmations providing details of the transaction, as well as periodic 
statements of their holdings, from the Participant or Indirect Participant      
through which the Securityholders entered into the transaction. Unless and until
Definitive Securities (as defined below) are issued, it is anticipated that the 
only "holder" of Book-Entry Securities of any Series will be Cede & Co. ("Cede" 
), as nominee of DTC. Security Owners will only permitted to exercise the rights
of holders indirectly through Participants and DTC.                             

    Under the rules, regulations and procedures creating and affecting DTC and
its operations, DTC is required to make book-entry transfers among Participants 
on whose behalf it acts with respect to the Book-Entry Securities and is        
required to receive and transmit distributions of principal of and interest on  
the Book-Entry Securities. Participants and Indirect Participants with which    
Security Owners have accounts with respect to the Book-Entry Securities         
similarly are required to make book-entry transfers and receive and transmit    
such payments on behalf of their respective Securityholders.                    

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DTC has advised the Servicer and the Depositors that, unless and until
Definitive Securities are issued, DTC will take any action permitted to be taken
by a holder only at the direction of one or more Participants to whose DTC      
accounts the Securities are credited. DTC has advised the Servicer and the      
Depositors that DTC will take such action with respect to any Percentage        
Interests of the Book-Entry Securities of a Series only at the direction of and 
on behalf of such Participants with respect to such Percentage Interests of the 
Book-Entry Securities. DTC may take actions, at the direction of the related    
Participants, with respect to some Book-Entry Securities which conflict with    
actions taken with respect to other Book-Entry Securities.                      

Clearstream, 67 Bd Grande-Duchesse Charlotte, L-2967 Luxembourg       
("Clearstream" ), was incorporated in 1970 as a limited company under Luxembourg
law. Clearstream is owned by banks, securities dealers and financial            
institutions, and currently has about 100 shareholders, including U.S. financial
institutions or their subsidiaries. No single entity may own more than five     
percent of Clearstream's stock.                                                 

   Clearstream is registered as a bank in Luxembourg, and as such is subject
to regulation by the Luxembourg Monetary Authority, which supervises Luxembourg 
banks.                                                                          

     Clearstream holds securities for its customers ("Clearstream Participants")
and facilitates the clearance and settlement of securities transactions by      
electronic book-entry transfers between their accounts. Clearstream provides    
various services, including safekeeping, administration, clearance and          
settlement of internationally traded securities and securities lending and      
borrowing. Clearstream also deals with domestic securities markets in several   
countries through established depository and custodial relationships.           
Clearstream has established an electronic bridge with Euroclear Bank S.A./N.V.  
as the Euroclear Operator in Brussels to facilitate settlement of trades between
systems. Clearstream currently accepts over 70,000 securities issues on its     
books.                                                                          

 Clearstream's customers are world-wide financial institutions including
underwriters, securities brokers and dealers, banks, trust companies and        
clearing corporations. Clearstream's United States customers are limited to     
securities brokers and dealers and banks. Currently, Clearstream has            
approximately 3,000 customers located in over 60 countries, including all major 
European countries, Canada, and the United States. Indirect access to           
Clearstream is available to other institutions which clear through or maintain a
custodial relationship with an account holder of Clearstream.                   

   The Euroclear System ("Euroclear") was created in 1968 to hold securities
for its participants ("Euroclear Participants") and to clear and settle         
transactions between Euroclear Participants through simultaneous electronic     
book-entry delivery against payment, thereby eliminating the need for physical  
movement of certificates and any risk from lack of simultaneous transfers of    
securities and cash. Transactions may be settled in a variety of currencies,    
including United States dollars. Euroclear includes various other services,     
including securities lending and borrowing and interfaces with domestic markets 
in several countries generally similar to the arrangements for cross-market     
transfers with DTC described above. Euroclear is operated by Euroclear Bank     
S.A./N.V. (the "Euroclear Operator"). All operations are conducted by the       
Euroclear Operator, and all Euroclear securities clearance accounts and         
Euroclear cash accounts are accounts with the Euroclear Operator. Euroclear plc 
establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear 
Participants include banks (including central banks), securities brokers and    
dealers and other professional financial intermediaries. Indirect access to     
Euroclear is also available to other firms that clear through or maintain a     
custodial relationship with a Euroclear Participant, either directly or         
indirectly.                                                                     

     Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the     
related Operating Procedures of the Euroclear System and applicable Belgian law 
(collectively, the "Terms and Conditions"). The Terms and Conditions govern     
transfers of securities and cash within the Euroclear System, withdrawals of    
securities and cash from the Euroclear System and receipts of payments with     
respect to securities in the Euroclear System. All securities in the Euroclear  
System are held on a fungible basis without attribution of specific Securities  
to specific securities clearance accounts. The Euroclear Operator acts under the
Terms and Conditions only on behalf of Euroclear Participants, and has no record
of or relationship with persons holding through Euroclear Participants.         

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Payments and distributions with respect to Book-Entry Securities held 
through Clearstream or Euroclear will be credited to the cash accounts of       
Clearstream Participants or Euroclear Participants in accordance with the       
relevant system's rules and procedures, to the extent received by Citibank, N.A.
or JPMorgan Chase Bank, the relevant depositary of Clearstream and Euroclear    
(the "Depositaries" ), respectively. Such payments and distributions will be    
subject to tax withholding in accordance with relevant United States tax laws   
and regulations. See "Federal Income Tax Considerations". Clearstream or the    
Euroclear Operator, as the case may be, will take any other action permitted to 
be taken by a Certificateholder on behalf of a Clearstream Participant or       
Euroclear Participant only in accordance with its relevant rules and procedures 
and subject to its Depositary's ability to effect such actions on its behalf    
through DTC.                                                                    

Although DTC, Clearstream and Euroclear have agreed to the foregoing  
procedures in order to facilitate transfers of Securities among participants of 
DTC, Clearstream and Euroclear, they are under no obligation to perform or      
continue to perform such procedures and such procedures may be discontinued at  
any time.                                                                       

Book-Entry Securities of a Series will be converted to Definitive     
Securities and reissued to beneficial owners or their nominees, rather than to  
DTC or its nominee only under the circumstances provided in the related Pooling 
and Servicing Agreement, which generally will include, except if otherwise      
provided therein, if (i) DTC or the Servicer advises the Trustee in writing that
DTC is no longer willing or able to discharge properly its responsibilities as  
nominee and depository with respect to the Book-Entry Securities of such Series 
and the Servicer is unable to locate a qualified successor, (ii) the Servicer,  
at its sole option, elects to terminate the book-entry system through DTC or    
(iii) after the occurrence of a Servicer Termination Event, a majority of the   
aggregate Percentage Interest of any Class of Securities of such Series advises 
DTC in writing that the continuation of a book-entry system through DTC (or a   
successor thereto) to the exclusion of any physical Securities being issued to  
Security Owners is no longer in the best interests of Security Owners of such   
Class of Securities. Upon issuance of Definitive Securities of a Series to      
Security Owners, such Book-Entry Securities will be transferable directly (and  
not exclusively on a book-entry basis) and registered holders will deal directly
with the Trustee with respect to transfers, notices and distributions.          

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 DESCRIPTION OF THE AGREEMENTS

Agreements Applicable to a Series                                               

REMIC Securities, FASIT Securities, Grantor Trust Securities          

  Securities representing interests in a Trust Fund, or a portion thereof,
that the Trustee will elect to have treated as REMIC Securities, FASIT          
Securities or Grantor Trust Securities will be issued, and the related Trust    
Fund will be created, pursuant to a pooling and servicing agreement (a "Pooling 
and Servicing Agreement") among the Depositor, the Trustee and the sole Servicer
or Master Servicer, as applicable. The Assets of such Trust Fund will be        
transferred to the Trust Fund and thereafter serviced in accordance with the    
terms of the Pooling and Servicing Agreement. In the event there are multiple   
Servicers of the Assets of such Trust Fund, each Servicer will perform its      
servicing functions pursuant to a servicing agreement (each, an "Underlying     
Servicing Agreement").                                                          

Securities That Are Partnership Interests for Tax Purposes and Notes  

     Partnership Securities that are partnership interests for tax purposes will
be issued, and the related Trust Fund will be created, pursuant to a Pooling and
Servicing Agreement.                                                            

A Series of Notes issued by a Trust Fund will be issued pursuant to an
indenture (the "Indenture") between the related Trust Fund and the Indenture    
Trustee named in the related prospectus supplement. The Trust Fund will be      
established pursuant to a deposit trust agreement (each, a "Deposit Trust       
Agreement") between the Depositor and an owner trustee specified in the         
prospectus supplement relating to such Series of Notes. The Assets securing     
payment on the Notes will be serviced in accordance with a servicing agreement  
(each, an "Indenture Servicing Agreement") between the related Trust Fund as    
issuer of the Notes, the Servicer and the Indenture Trustee. The Pooling and    
Servicing Agreements, the Indenture Servicing Agreements, the Underlying        
Servicing Agreements and the Indenture are referred to each as an "Agreement."  

Material Terms of the Pooling and Servicing Agreements and Underlying Servicing 
Agreements                                                                      

General                                                             

     The following summaries describe the material provisions that may appear in
each Pooling and Servicing Agreement and Underlying Servicing Agreement. The    
prospectus supplement for a Series of Securities will describe any provision of 
the applicable Agreement relating to such Series that materially differs from   
the description thereof contained in this prospectus. The summaries do not      
purport to be complete and are subject to, and are qualified in their entirety  
by reference to, all of the provisions of the applicable Agreement for each     
Trust Fund and the description of such provisions in the related prospectus     
supplement. The provisions of each Agreement will vary depending upon the nature
of the Securities to be issued thereunder and the nature of the related Trust   
Fund. As used herein with respect to any Series, the term "Security" refers to  
all of the Securities of that Series, whether or not offered hereby and by the  
related prospectus supplement, unless the context otherwise requires. A form of 
a Pooling and Servicing Agreement has been filed as an exhibit to the           
Registration Statement of which this prospectus is a part. The Depositor will   
provide a copy of the Pooling and Servicing Agreement (without exhibits)        
relating to any Series of Securities without charge upon written request of a   
Securityholder of such Series addressed to Asset Backed Funding Corporation, 214
North Tryon Street, Charlotte, North Carolina 28255, Attention: Vice President. 

The servicers (the "Servicers"), any master servicer (the "Master     
Servicer") and the trustee (the "Trustee") or indenture trustee (the "Indenture 
Trustee"), as applicable, with respect to any Series of Securities will be named
in the related prospectus supplement. In the event there are multiple Servicers 
for the Assets in a Trust Fund, a Master Servicer will perform certain          
administration, calculation and reporting functions with respect to such Trust  
Fund and will supervise the related Servicers pursuant to a Pooling and         
Servicing Agreement. With respect to Series involving a Master Servicer,        
references in this prospectus to the Servicer will apply to the Master Servicer 
where non-servicing obligations are described. If so specified in the related   
prospectus supplement, a manager or administrator may be appointed pursuant to  
the Pooling and Servicing Agreement for any Trust Fund to administer such Trust 
Fund or certain administrative functions which would otherwise be performed by  
the Servicer or the Master Servicer may be performed by the Trustee.            

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Assignment of Assets; Repurchases                                     

 At the time of issuance of any Series of Securities, the Depositor will
assign (or cause to be assigned) to the designated Trustee the Assets to be     
included in the related Trust Fund, together with all principal and interest to 
be received on or with respect to such Assets after the Cut-off Date, other than
principal and interest due on or before the Cut-off Date and other than any     
Retained Interest. The Trustee will, concurrently with such assignment, deliver 
the Securities to the Depositor in exchange for the Assets and the other assets 
comprising the Trust Fund for such Series. Each Asset will be identified in a   
schedule appearing as an exhibit to the applicable Agreement. Such schedule will
include detailed information to the extent available and relevant (i) in respect
of each Mortgage Loan included in the related Trust Fund, including without     
limitation, the city and state of the related Mortgaged Property and type of    
such property, the Mortgage Rate and, if applicable, the applicable index,      
margin, adjustment date and any rate cap information, the original and remaining
term to maturity, the original and outstanding principal balance and balloon    
payment, if any, the Loan-to-Value Ratio as of the date indicated and payment   
and prepayment provisions, if applicable; and (ii) in respect of each Contract  
included in the related Trust Fund, including without limitation the outstanding
principal amount and the Contract Rate.                                         

  With respect to each Mortgage Loan, except as otherwise specified in the
related prospectus supplement, the Depositor will deliver or cause to be        
delivered to the Trustee (or to the custodian hereinafter referred to) certain  
loan documents, which will generally include the original Mortgage Note         
endorsed, without recourse, in blank or to the order of the Trustee, the        
original Mortgage (or a certified copy thereof) with evidence of recording      
indicated thereon and an assignment of the Mortgage to the Trustee in recordable
form. Notwithstanding the foregoing, a Trust Fund may include Mortgage Loans    
where the original Mortgage Note is not delivered to the Trustee if the         
Depositor delivers to the Trustee or the custodian a copy or a duplicate        
original of the Mortgage Note, together with an affidavit certifying that the   
original thereof has been lost or destroyed. With respect to such Mortgage      
Loans, the Trustee (or its nominee) may not be able to enforce the Mortgage Note
against the related borrower. The Asset Seller or other entity specified in the 
related prospectus supplement will be required to agree to repurchase, or       
substitute for, each such Mortgage Loan that is subsequently in default if the  
enforcement thereof or of the related Mortgage is materially adversely affected 
by the absence of the original Mortgage Note. The applicable Agreement will     
generally require the Depositor or another party specified in the related       
prospectus supplement to promptly cause each such assignment of Mortgage to be  
recorded in the appropriate public office for real property records, unless (i) 
with respect to a particular state, the Trustee has received an opinion of      
counsel acceptable to it that such recording is not required to make the        
assignment effective against the parties to the Mortgage or subsequent          
purchasers or encumbrancers of the Mortgaged Property or (ii) recordation in a  
state is not required by the Rating Agencies rating the Series in order to      
obtain the initial ratings on the Securities described in the related prospectus
supplement.                                                                     

    Notwithstanding the preceding paragraph, with respect to any Mortgage Loan
which has been recorded in the name of Mortgage Electronic Registration Systems,
Inc. ("MERS") or its designee, no mortgage assignment in favor of the Trustee   
will be required to be prepared or delivered. Instead, the Master Servicer and  
the applicable Servicer will be required to take all actions as are necessary to
cause the applicable Trust Fund to be shown as the owner of the related Mortgage
Loan on the records of MERS for purposes of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS.                           

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The Trustee (or a custodian) will review such Mortgage Loan documents   
within a specified period of days after receipt thereof, and the Trustee (or a  
custodian) will hold such documents in trust for the benefit of the             
Securityholders. If any such document is found to be missing or defective in any
material respect, the Trustee (or such custodian) shall immediately notify the  
Servicer and the Depositor, and the Servicer shall immediately notify the       
relevant Asset Seller or other entity specified in the related prospectus       
supplement. If the Asset Seller cannot cure the omission or defect within a     
specified number of days after receipt of such notice, then unless otherwise    
specified in the related prospectus supplement, the Asset Seller or other entity
specified in the related prospectus supplement will be obligated, within a      
specified number of days of receipt of such notice, to repurchase the related   
Mortgage Loan from the Trustee at a price equal to the sum of the unpaid        
principal balance thereof, plus unpaid accrued interest at the interest rate for
such Asset from the date as to which interest was last paid to the due date in  
the Due Period in which the relevant purchase is to occur, plus certain         
servicing expenses that are payable to the Servicer or such other price as      
specified in the related prospectus supplement (the "Purchase Price") or        
substitute for such Mortgage Loan. There can be no assurance that an Asset      
Seller or other named entity will fulfill this repurchase or substitution       
obligation, and neither the Servicer nor the Depositor will be obligated to     
repurchase or substitute for such Mortgage Loan if the Asset Seller or other    
named entity defaults on its obligation. This repurchase or substitution        
obligation constitutes the sole remedy available to the Securityholders or the  
Trustee for omission of, or a material defect in, a constituent document. To the
extent specified in the related prospectus supplement, in lieu of curing any    
omission or defect in the Asset or repurchasing or substituting for such Asset, 
the Asset Seller or other named entity may agree to cover any losses suffered by
the Trust Fund as a result of such breach or defect.                            

     Notwithstanding the preceding two paragraphs, the documents with respect to
Home Equity Loans, Home Improvement Contracts and Unsecured Home Improvement    
Loans will be delivered to the Trustee (or a custodian) only to the extent      
specified in the related prospectus supplement. Generally such documents will be
retained by the Servicer, which may also be the Asset Seller. In addition,      
assignments of the related Mortgages to the Trustee will be recorded only to the
extent specified in the related prospectus supplement.                          

  With respect to each Contract, the Servicer (which may also be the Asset
Seller) generally will maintain custody of the original Contract and copies of  
documents and instruments related to each Contract and the security interest in 
the Manufactured Home securing each Contract. In order to give notice of the    
right, title and interest of the Trustee in the Contracts, the Depositor will   
cause UCC-1 financing statements to be authorized by the related Asset Seller   
identifying the Depositor as secured party and by the Depositor identifying the 
Trustee as the secured party and, in each case, identifying all Contracts as    
collateral. The Contracts will be stamped or otherwise marked to reflect their  
assignment from the Company to the Trust Fund only to the extent specified in   
the related prospectus supplement. Therefore, if, through negligence, fraud or  
otherwise, a subsequent purchaser were able to take physical possession of the  
Contracts without notice of such assignment, the interest of the Trustee in the 
Contracts could be defeated. See "Certain Legal Aspects of the Contracts."      

 While the Contract documents will not be reviewed by the Trustee or the
Servicer, if the Servicer finds that any such document is missing or defective  
in any material respect, the Servicer will be required to immediately notify the
Depositor and the relevant Asset Seller or other entity specified in the related
prospectus supplement. If the Asset Seller or such other entity cannot cure the 
omission or defect within a specified number of days after receipt of such      
notice, then the Asset Seller or such other entity will be obligated, within a  
specified number of days of receipt of such notice, to repurchase the related   
Contract from the Trustee at the Purchase Price or substitute for such Contract.
There can be no assurance that an Asset Seller or such other entity will fulfill
this repurchase or substitution obligation, and neither the Servicer nor the    
Depositor will be obligated to repurchase or substitute for such Contract if the
Asset Seller or such other entity defaults on its obligation. This repurchase or
substitution obligation constitutes the sole remedy available to the            
Securityholders or the Trustee for omission of, or a material defect in, a      
constituent document. To the extent specified in the related prospectus         
supplement, in lieu of curing any omission or defect in the Asset or            
repurchasing or substituting for such Asset, the Asset Seller may agree to cover
any losses suffered by the Trust Fund as a result of such breach or defect.     

Representations and Warranties; Repurchases                           

   To the extent provided in the related prospectus supplement the Depositor
will, with respect to each Asset, make or assign certain representations and    
warranties, as of a specified date (the person making such representations and  
warranties including the Depositor, the "Warranting Party") covering, by way of 
example, the following types of matters: (i) the accuracy of the information set
forth for such Asset on the schedule of Assets appearing as an exhibit to the   
applicable Agreement; (ii) in the case of a Mortgage Loan, the existence of     
title insurance insuring the lien priority of the Mortgage Loan and, in the case
of a Contract, that the Contract creates a valid first security interest in or  
lien on the related Manufactured Home; (iii) the authority of the Warranting    
Party to sell the Asset; (iv) the payment status of the Asset; (v) in the case  
of a Mortgage Loan, the existence of customary provisions in the related        
Mortgage Note and Mortgage to permit realization against the Mortgaged Property 
of the benefit of the security of the Mortgage; and (vi) the existence of hazard
and extended perils insurance coverage on the Mortgaged Property or Manufactured
Home.                                                                           

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  Any Warranting Party shall be an Asset Seller or an affiliate thereof or
such other person acceptable to the Depositor and shall be identified in the    
related prospectus supplement.                                                  

  Representations and warranties made in respect of an Asset may have been
made as of a date prior to the applicable Cut-off Date. A substantial period of 
time may have elapsed between such date and the date of initial issuance of the 
related Series of Securities evidencing an interest in such Asset. In the event 
of a breach of any such representation or warranty, the Warranting Party will be
obligated to reimburse the Trust Fund for losses caused by any such breach or   
either cure such breach or repurchase or replace the affected Asset as described
below. Since the representations and warranties may not address events that may 
occur following the date as of which they were made, the Warranting Party will  
have a reimbursement, cure, repurchase or substitution obligation in connection 
with a breach of such a representation and warranty only if the relevant event  
that causes such breach occurs prior to such date. Such party would have no such
obligations if the relevant event that causes such breach occurs after such     
date.                                                                           

    Each Agreement will provide that the Servicer and/or Trustee or such other
entity identified in the related prospectus supplement will be required to      
notify promptly the relevant Warranting Party of any breach of any              
representation or warranty made by it in respect of an Asset that materially and
adversely affects the value of such Asset or the interests therein of the       
Securityholders. If such Warranting Party cannot cure such breach within a      
specified period following the date on which such party was notified of such    
breach, then such Warranting Party will be obligated to repurchase such Asset   
from the Trustee within a specified period from the date on which the Warranting
Party was notified of such breach, at the Purchase Price therefor. If so        
provided in the prospectus supplement for a Series, a Warranting Party, rather  
than repurchase an Asset as to which a breach has occurred, will have the       
option, within a specified period after initial issuance of such Series of      
Securities, to cause the removal of such Asset from the Trust Fund and          
substitute in its place one or more other Assets, as applicable, in accordance  
with the standards described in the related prospectus supplement. If so        
provided in the prospectus supplement for a Series, a Warranting Party, rather  
than repurchase or substitute an Asset as to which a breach has occurred, will  
have the option to reimburse the Trust Fund or the Securityholders for any      
losses caused by such breach. This reimbursement, repurchase or substitution    
obligation will constitute the sole remedy available to Securityholders or the  
Trustee for a breach of representation by a Warranting Party.                   

Neither the Depositor (except to the extent that it is the Warranting 
Party) nor the Servicer will be obligated to purchase or substitute for an Asset
if a Warranting Party defaults on its obligation to do so, and no assurance can 
be given that Warranting Parties will carry out such obligations with respect to
the Assets.                                                                     

   A Servicer will make certain representations and warranties regarding its
authority to enter into, and its ability to perform its obligations under, the  
applicable Agreement. A breach of any such representation of the Servicer which 
materially and adversely affects the interests of the Securityholders and which 
continues unremedied for the number of days specified in the applicable         
Agreement after the giving of written notice of such breach to the Servicer by  
the Trustee or the Depositor, or to the Servicer, the Depositor and the Trustee 
by the holders of Securities evidencing not less than 25% of the Voting Rights  
or such other percentage specified in the related prospectus supplement, will   
constitute an Event of Default under such Agreement. See "--Events of Default   
under the Agreements" and "--Rights Upon Event of Default under the Agreements."

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Collection Account and Related Accounts                               

General. The Servicer and/or the Trustee will, as to each Trust Fund, 
establish and maintain or cause to be established and maintained one or more    
separate accounts for the collection of payments on the related Assets          
(collectively, the "Collection Account"), which must be either (i) an account or
accounts the deposits in which are insured by the Bank Insurance Fund or the    
Savings Association Insurance Fund of the Federal Deposit Insurance Corporation 
("FDIC") (to the limits established by the FDIC) and the uninsured deposits in  
which are otherwise secured such that the Securityholders have a claim with     
respect to the funds in the Collection Account or a perfected first priority    
security interest against any collateral securing such funds that is superior to
the claims of any other depositors or general creditors of the institution with 
which the Collection Account is maintained or (ii) otherwise maintained with a  
bank or trust company, and in a manner, satisfactory to the Rating Agency or    
Agencies rating any Class of Securities of such Series. The collateral eligible 
to secure amounts in the Collection Account is limited to United States         
government securities and other investment grade obligations specified in the   
applicable Agreement ("Permitted Investments"). A Collection Account may be     
maintained as an interest bearing or a non-interest bearing account and the     
funds held therein may be invested pending each succeeding Distribution Date in 
certain short-term Permitted Investments. Unless otherwise specified in the     
applicable prospectus supplement, any interest or other income earned on funds  
in the Collection Account will be paid to the Servicer or its designee as       
additional servicing compensation. The Collection Account may be maintained with
an institution that is an affiliate of the Servicer, if applicable, provided    
that such institution meets the standards imposed by the Rating Agency or       
Agencies. If permitted by the Rating Agency or Agencies, a Collection Account   
may contain funds relating to more than one Series of mortgage pass-through     
certificates and may contain other funds respecting payments on mortgage loans  
belonging to the Servicer or serviced or master serviced by it on behalf of     
others.                                                                         

   Deposits. A Servicer or the Trustee will deposit or cause to be deposited
in the Collection Account for one or more Trust Funds on a daily basis, or such 
other period provided in the applicable Agreement, the following payments and   
collections received, or advances made, by the Servicer or the Trustee or on its
behalf subsequent to the Cut-off Date (other than payments due on or before the 
Cut-off Date, and exclusive of any amounts representing a Retained Interest):   

 (i) all payments on account of principal, including principal
prepayments, on the Assets;                                           

         (ii) all payments on account of interest on the Assets, including any
default interest collected, in each case net of any portion thereof   
retained by a Servicer as its servicing compensation and net of any   
Retained Interest;                                                    

        (iii) Liquidation Proceeds and Insurance Proceeds, together with the
     net proceeds on a monthly basis with respect to any Assets acquired for the
benefit of Securityholders;                                           

          (iv) any amounts paid under any instrument or drawn from any fund that
constitutes Credit Support for the related Series of Securities as    
described under "Description of Credit Support";                      

(v) any advances made as described under "Description of the
Securities--Advances in Respect of Delinquencies";                    

     (vi) any amounts paid under any Cash Flow Agreement, as described
under "Description of the Trust Funds--Cash Flow Agreements";         

        (vii) all proceeds of any Asset or, with respect to a Mortgage Loan,
    property acquired in respect thereof purchased by the Depositor, any Asset
  Seller or any other specified person as described under "--Assignment of
   Assets; Repurchases" and "--Representations and Warranties; Repurchases,"
  all proceeds of any defaulted Mortgage Loan purchased as described under
"--Realization Upon Defaulted Assets," and all proceeds of any Asset  
    purchased as described under "Description of the Securities--Termination";

   (viii) any amounts paid by a Servicer to cover certain interest
 shortfalls arising out of the prepayment of Assets in the Trust Fund as
described under "Description of the Agreements--Retained Interest;    
Servicing Compensation and Payment of Expenses";                      

        (ix) to the extent that any such item does not constitute additional
servicing compensation to a Servicer, any payments on account of      
modification or assumption fees, late payment charges or Prepayment   
Premiums on the Assets;                                               

       (x) all payments required to be deposited in the Collection Account
with respect to any deductible clause in any blanket insurance policy 
described under "--Hazard Insurance Policies";                        

         (xi) any amount required to be deposited by a Servicer or the Trustee
  in connection with losses realized on investments for the benefit of the
Servicer or the Trustee, as the case may be, of funds held in the     
Collection Account; and                                               

      (xii) any other amounts required to be deposited in the Collection
Account as provided in the applicable Agreement and described in the  
related prospectus supplement.                                        

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Withdrawals. A Servicer or the Trustee may, from time to time, make   
withdrawals from the Collection Account for each Trust Fund for any of the      
following purposes:                                                             

 to make distributions to the Securityholders on each Distribution Date;

  (i) to reimburse a Servicer for unreimbursed amounts advanced as
described under "Description of the Securities--Advances in Respect of
     Delinquencies," such reimbursement to be made out of amounts received which
     were identified and applied by the Servicer as late collections of interest
   (net of related servicing fees and Retained Interest) on and principal of
   the particular Assets with respect to which the advances were made or out
of amounts drawn under any form of Credit Support with respect to such
Assets;                                                               

     (ii) to reimburse a Servicer for unpaid servicing fees earned and
     certain unreimbursed servicing expenses incurred with respect to Assets and
   properties acquired in respect thereof, such reimbursement to be made out
of amounts that represent Liquidation Proceeds and Insurance Proceeds 
     collected on the particular Assets and properties, and net income collected
   on the particular properties, with respect to which such fees were earned
  or such expenses were incurred or out of amounts drawn under any form of
Credit Support with respect to such Assets and properties;            

      (iii) to reimburse a Servicer for any advances described in clause
(ii) above and any servicing expenses described in clause (iii) above 
    which, in the Servicer's good faith judgment, will not be recoverable from
the amounts described in clauses (ii) and (iii), respectively, such   
    reimbursement to be made from amounts collected on other Assets or, if and
    to the extent so provided by the applicable Agreement and described in the
    related prospectus supplement, just from that portion of amounts collected
   on other Assets that is otherwise distributable on one or more Classes of
Subordinate Securities, if any, remain outstanding, and otherwise any 
outstanding Class of Securities, of the related Series;               

 (iv) if and to the extent described in the related prospectus
     supplement, to pay a Servicer interest accrued on the advances described in
clause (ii) above and the servicing expenses described in clause (iii)
 above while such advances and servicing expenses remain outstanding and
unreimbursed;                                                         

          (v) to reimburse a Servicer, the Depositor, or any of their respective
    directors, officers, employees and agents, as the case may be, for certain
expenses, costs and liabilities incurred thereby, as and to the extent
     described under "--Certain Matters Regarding Servicers, the Master Servicer
and the Depositor";                                                   

 (vi) if and to the extent described in the related prospectus
  supplement, to pay (or to transfer to a separate account for purposes of
escrowing for the payment of) the Trustee's fees;                     

     (vii) to reimburse the Trustee or any of its directors, officers,
   employees and agents, as the case may be, for certain expenses, costs and
liabilities incurred thereby, as and to the extent described under    
"--Certain Matters Regarding the Trustee";                            

   (viii) to pay a Servicer, as additional servicing compensation,
 interest and investment income earned in respect of amounts held in the
Collection Account;                                                   

        (ix) to pay the person entitled thereto any amounts deposited in the
Collection Account that were identified and applied by the Servicer as
recoveries of Retained Interest;                                      

          (x) to pay for costs reasonably incurred in connection with the proper
management and maintenance of any Mortgaged Property acquired for the 
     benefit of Securityholders by foreclosure or by deed in lieu of foreclosure
or otherwise, such payments to be made out of income received on such 
property;                                                             

        (xi) if one or more elections have been made to treat the Trust Fund
   or designated portions thereof as a REMIC or a FASIT, to pay any federal,
state or local taxes imposed on the Trust Fund or its assets or       
transactions, as and to the extent described under "Federal Income Tax
  Consequences--REMICs--Taxes That May Be Imposed on the REMIC Pool" or in
the applicable prospectus supplement, respectively;                   

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         (xii) to pay for the cost of an independent appraiser or other expert
in real estate matters retained to determine a fair sale price for a  
defaulted Mortgage Loan or a property acquired in respect thereof in  
connection with the liquidation of such Mortgage Loan or property;    

      (xiii) to pay for the cost of various opinions of counsel obtained
  pursuant to the applicable Agreement for the benefit of Securityholders;

       (xiv) to pay for the costs of recording the applicable Agreement if
such recordation materially and beneficially affects the interests of 
   Securityholders, provided that such payment shall not constitute a waiver
     with respect to the obligation of the Warranting Party to remedy any breach
of representation or warranty under the applicable Agreement;         

        (xv) to pay the person entitled thereto any amounts deposited in the
    Collection Account in error, including amounts received on any Asset after
its removal from the Trust Fund whether by reason of purchase or      
  substitution as contemplated by "--Assignment of Assets; Repurchase" and
"--Representations and Warranties; Repurchases" or otherwise;         

   (xvi) to make any other withdrawals permitted by the applicable
Agreement; and                                                        

(xvii) to clear and terminate the Collection Account at the 
termination of the Trust Fund.                                        

   Other Collection Accounts. Notwithstanding the foregoing, if so specified
in the related prospectus supplement, the applicable Agreement for any Series of
Securities may provide for the establishment and maintenance of a separate      
collection account into which the Servicer will deposit on a daily basis the    
amounts described under "--Deposits" above for one or more Series of Securities.
Any amounts on deposit in any such collection account will be withdrawn         
therefrom and deposited into the appropriate Collection Account by a time       
specified in the related prospectus supplement. To the extent specified in the  
related prospectus supplement, any amounts which could be withdrawn from the    
Collection Account as described under "--Withdrawals" above, may also be        
withdrawn from any such collection account. The prospectus supplement will set  
forth any restrictions with respect to any such collection account, including   
investment restrictions and any restrictions with respect to financial          
institutions with which any such collection account may be maintained.          

     Collection and Other Servicing Procedures. The Servicer is required to make
reasonable efforts to collect all scheduled payments under the Assets and will  
follow or cause to be followed such collection procedures as it would follow    
with respect to assets that are comparable to the Assets and held for its own   
account, provided such procedures are consistent with (i) the terms of the      
applicable Agreement and any related hazard insurance policy or instrument of   
Credit Support, if any, included in the related Trust Fund described herein or  
under "Description of Credit Support," (ii) applicable law and (iii) the general
servicing standard specified in the related prospectus supplement or, if no such
standard is so specified, its normal servicing practices (in either case, the   
"Servicing Standard"). In connection therewith, the Servicer will be permitted  
in its discretion to waive any late payment charge or penalty interest in       
respect of a late payment on an Asset.                                          

     Each Servicer will also be required to perform other customary functions of
a servicer of comparable assets, including maintaining hazard insurance policies
as described herein and in any related prospectus supplement, and filing and    
settling claims thereunder; maintaining, to the extent required by the          
applicable Agreement, escrow or impoundment accounts of obligors for payment of 
taxes, insurance and other items required to be paid by any obligor pursuant to 
the terms of the Assets; processing assumptions or substitutions in those cases 
where the Servicer has determined not to enforce any applicable due-on-sale     
clause; attempting to cure delinquencies; supervising foreclosures or           
repossessions; inspecting and managing Mortgaged Properties or Manufactured     
Homes under certain circumstances; and maintaining accounting records relating  
to the Assets. The Servicer or such other entity specified in the related       
prospectus supplement will be responsible for filing and settling claims in     
respect of particular Assets under any applicable instrument of Credit Support. 
See "Description of Credit Support."                                            

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     The Servicer may agree to modify, waive or amend any term of any Asset in a
manner consistent with the Servicing Standard so long as the modification,      
waiver or amendment will not (i) affect the amount or timing of any scheduled   
payments of principal or interest on the Asset or (ii) in its judgment,         
materially impair the security for the Asset or reduce the likelihood of timely 
payment of amounts due thereon. The Servicer also may agree to any modification,
waiver or amendment that would so affect or impair the payments on, or the      
security for, an Asset if, unless otherwise provided in the related prospectus  
supplement, (i) in its judgment, a material default on the Asset has occurred or
a payment default is reasonably foreseeable and (ii) in its judgment, such      
modification, waiver or amendment is reasonably likely to produce a greater     
recovery with respect to the Asset on a present value basis than would          
liquidation. The Servicer is required to notify the Trustee in the event of any 
modification, waiver or amendment of any Asset.                                 

  In the case of Multifamily Mortgage Loans, a mortgagor's failure to make
required Mortgage Loan payments may mean that operating income is insufficient  
to service the Mortgage Loan debt, or may reflect the diversion of that income  
from the servicing of the Mortgage Loan debt. In addition, a mortgagor under a  
Multifamily Mortgage Loan that is unable to make Mortgage Loan payments may also
be unable to make timely payment of all required taxes and otherwise to maintain
and insure the related Mortgaged Property. In general, the Servicer will be     
required to monitor any Multifamily Mortgage Loan that is in default, evaluate  
whether the causes of the default can be corrected over a reasonable period     
without significant impairment of the value of the related Mortgaged Property,  
initiate corrective action in cooperation with the mortgagor if cure is likely, 
inspect the related Multifamily Property and take such other actions as are     
consistent with the applicable Agreement. A significant period of time may      
elapse before the Servicer is able to assess the success of any such corrective 
action or the need for additional initiatives. The time within which the        
Servicer can make the initial determination of appropriate action, evaluate the 
success of corrective action, develop additional initiatives, institute         
foreclosure proceedings and actually foreclose may vary considerably depending  
on the particular Multifamily Mortgage Loan, the Multifamily Property, the      
mortgagor, the presence of an acceptable party to assume the Multifamily        
Mortgage Loan and the laws of the jurisdiction in which the Multifamily Property
is located.                                                                     

Realization Upon Defaulted Assets                                     

Generally, the Servicer is required to monitor any Assets which is in 
default, initiate corrective action in cooperation with the mortgagor or obligor
if cure is likely, inspect the Asset and take such other actions as are         
consistent with the Servicing Standard. A significant period of time may elapse 
before the Servicer is able to assess the success of such corrective action or  
the need for additional initiatives.                                            

Any Agreement relating to a Trust Fund that includes Mortgage Loans or
Contracts may grant to the Servicer and/or the holder or holders of certain     
Classes of Securities a right of first refusal to purchase from the Trust Fund  
at a predetermined purchase price any such Mortgage Loan or Contract as to which
a specified number of scheduled payments thereunder are delinquent. Any such    
right granted to the holder of an Offered Security will be described in the     
related prospectus supplement. The related prospectus supplement will also      
describe any such right granted to any person if the predetermined purchase     
price is less than the Purchase Price described under "--Representations and    
Warranties; Repurchases."                                                       

If so specified in the related prospectus supplement, the Servicer may
offer to sell any defaulted Mortgage Loan or Contract described in the preceding
paragraph and not otherwise purchased by any person having a right of first     
refusal with respect thereto, if and when the Servicer determines, consistent   
with the Servicing Standard, that such a sale would produce a greater recovery  
on a present value basis than would liquidation through foreclosure,            
repossession or similar proceedings. The applicable Agreement will provide that 
any such offering be made in a commercially reasonable manner for a specified   
period and that the Servicer accept the highest cash bid received from any      
person (including itself, an affiliate of the Servicer or any Securityholder)   
that constitutes a fair price for such defaulted Mortgage Loan or Contract. In  
the absence of any bid determined in accordance with the applicable Agreement to
be fair, the Servicer shall proceed with respect to such defaulted Mortgage Loan
or Contract as described below. Any bid in an amount at least equal to the      
Purchase Price described under "--Representations and Warranties; Repurchases"  
will in all cases be deemed fair.                                               

The Servicer, on behalf of the Trustee, may at any time institute     
foreclosure proceedings, exercise any power of sale contained in any mortgage,  
obtain a deed in lieu of foreclosure, or otherwise acquire title to a Mortgaged 
Property securing a Mortgage Loan by operation of law or otherwise and may at   
any time repossess and realize upon any Manufactured Home, if such action is    
consistent with the Servicing Standard and a default on such Mortgage Loan or   
Contract has occurred or, in the Servicer's judgment, is imminent.              

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    If title to any Mortgaged Property is acquired by a Trust Fund as to which
a REMIC election has been made, the Servicer, on behalf of the Trust Fund, will 
be required to sell the Mortgaged Property by the close of the third calendar   
year after the year of acquisition, unless (i) the Internal Revenue Service (the
"IRS") grants an extension of time to sell such property or (ii) the Trustee    
receives an opinion of independent counsel to the effect that the holding of the
property by the Trust Fund subsequent to the close of the third calendar year   
after the year of the acquisition of the property by the Trust Fund will not    
result in the imposition of a tax on the Trust Fund or cause the Trust Fund to  
fail to qualify as a REMIC under the Code at any time that any Securities are   
outstanding. Subject to the foregoing, the Servicer will be required to (i)     
solicit bids for any Mortgaged Property so acquired in such a manner as will be 
reasonably likely to realize a fair price for such property and (ii) accept the 
first (and, if multiple bids are contemporaneously received, the highest) cash  
bid received from any person that constitutes a fair price. The applicability of
these limitations if a FASIT election is made with respect to all or a part of  
the Trust Fund will be described in the applicable prospectus supplement.       

The limitations imposed by the applicable Agreement and the REMIC     
provisions or the FASIT provisions of the Code (if a REMIC election or a FASIT  
election, respectively, has been made with respect to the related Trust Fund) on
the ownership and management of any Mortgaged Property acquired on behalf of the
Trust Fund may result in the recovery of an amount less than the amount that    
would otherwise be recovered. See "Certain Legal Aspects of Mortgage            
Loans--Foreclosure."                                                            

 If recovery on a defaulted Asset under any related instrument of Credit
Support is not available, the Servicer nevertheless will be obligated to follow 
or cause to be followed such normal practices and procedures as it deems        
necessary or advisable to realize upon the defaulted Asset. If the proceeds of  
any liquidation of the property securing the defaulted Asset are less than the  
outstanding principal balance of the defaulted Asset plus interest accrued      
thereon at the applicable interest rate, plus the aggregate amount of expenses  
incurred by the Servicer in connection with such proceedings and which are      
reimbursable under the applicable Agreement, the Trust Fund will realize a loss 
in the amount of such difference. The Servicer will be entitled to withdraw or  
cause to be withdrawn from the Collection Account out of the Liquidation        
Proceeds recovered on any defaulted Asset, prior to the distribution of such    
Liquidation Proceeds to Securityholders, amounts representing its normal        
servicing compensation on the Security, unreimbursed servicing expenses incurred
with respect to the Asset and any unreimbursed advances of delinquent payments  
made with respect to the Asset.                                                 

   If any property securing a defaulted Asset is damaged the Servicer is not
required to expend its own funds to restore the damaged property unless it      
determines (i) that such restoration will increase the proceeds to              
Securityholders on liquidation of the Asset after reimbursement of the Servicer 
for its expenses and (ii) that such expenses will be recoverable by it from     
related Insurance Proceeds or Liquidation Proceeds.                             

     As servicer of the Assets, a Servicer, on behalf of itself, the Trustee and
the Securityholders, will present claims to the obligor under each instrument of
Credit Support, and will take such reasonable steps as are necessary to receive 
payment or to permit recovery thereunder with respect to defaulted Assets.      

 If a Servicer or its designee recovers payments under any instrument of
Credit Support with respect to any defaulted Assets, the Servicer will be       
entitled to withdraw or cause to be withdrawn from the Collection Account out of
such proceeds, prior to distribution thereof to Securityholders, amounts        
representing its normal servicing compensation on such Asset, unreimbursed      
servicing expenses incurred with respect to the Asset and any unreimbursed      
advances of delinquent payments made with respect to the Asset. See "--Hazard   
Insurance Policies" and "Description of Credit Support."                        

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Hazard Insurance Policies                                             

 Mortgage Loans. Generally, each Agreement for a Trust Fund comprised of
Mortgage Loans will require the Servicer to cause the mortgagor on each Mortgage
Loan to maintain a hazard insurance policy providing for such coverage as is    
required under the related Mortgage or, if any Mortgage permits the holder      
thereof to dictate to the mortgagor the insurance coverage to be maintained on  
the related Mortgaged Property, then such coverage as is consistent with the    
Servicing Standard. Such coverage will be in general in an amount equal to the  
lesser of the principal balance owing on such Mortgage Loan (but not less than  
the amount necessary to avoid the application of any co-insurance clause        
contained in the hazard insurance policy) and the amount necessary to fully     
compensate for any damage or loss to the improvements on the Mortgaged Property 
on a replacement cost basis or such other amount specified in the related       
prospectus supplement. The ability of the Servicer to assure that hazard        
insurance proceeds are appropriately applied may be dependent upon its being    
named as an additional insured under any hazard insurance policy and under any  
other insurance policy referred to below, or upon the extent to which           
information in this regard is furnished by mortgagors. All amounts collected by 
the Servicer under any such policy (except for amounts to be applied to the     
restoration or repair of the Mortgaged Property or released to the mortgagor in 
accordance with the Servicer's normal servicing procedures, subject to the terms
and conditions of the related Mortgage and Mortgage Note) will be deposited in  
the Collection Account. The applicable Agreement may provide that the Servicer  
may satisfy its obligation to cause each mortgagor to maintain such a hazard    
insurance policy by the Servicer's maintaining a blanket policy insuring against
hazard losses on the Mortgage Loans. If such blanket policy contains a          
deductible clause, the Servicer will be required to deposit in the Collection   
Account all sums that would have been deposited therein but for such clause.    

   In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by fire,  
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil     
commotion, subject to the conditions and exclusions specified in each policy.   
Although the policies relating to the Mortgage Loans will be underwritten by    
different insurers under different state laws in accordance with different      
applicable state forms, and therefore will not contain identical terms and      
conditions, the basic terms thereof are dictated by respective state laws, and  
most such policies typically do not cover any physical damage resulting from    
war, revolution, governmental actions, floods and other water-related causes,   
earth movement (including earthquakes, landslides and mudflows), wet or dry rot,
vermin, domestic animals and certain other kinds of uninsured risks.            

  The hazard insurance policies covering the Mortgaged Properties securing
the Mortgage Loans will typically contain a coinsurance clause that in effect   
requires the insured at all times to carry insurance of a specified percentage  
(generally 80% to 90%) of the full replacement value of the improvements on the 
property in order to recover the full amount of any partial loss. If the        
insured's coverage falls below this specified percentage, such clause generally 
provides that the insurer's liability in the event of partial loss does not     
exceed the lesser of (i) the replacement cost of the improvements less physical 
depreciation and (ii) such proportion of the loss as the amount of insurance    
carried bears to the specified percentage of the full replacement cost of such  
improvements.                                                                   

  Each Agreement for a Trust Fund comprised of Mortgage Loans will require
the Servicer to cause the mortgagor on each Mortgage Loan to maintain all such  
other insurance coverage with respect to the related Mortgaged Property as is   
consistent with the terms of the related Mortgage and the Servicing Standard,   
which insurance may typically include flood insurance (if the related Mortgaged 
Property was located at the time of origination in a federally designated flood 
area).                                                                          

    Any cost incurred by the Servicer in maintaining any such insurance policy
will be added to the amount owing under the Mortgage Loan where the terms of the
Mortgage Loan so permit; provided, however, that the addition of such cost will 
not be taken into account for purposes of calculating the distribution to be    
made to Securityholders. Such costs may be recovered by the Servicer from the   
Collection Account, with interest thereon, as provided by the applicable        
Agreement.                                                                      

Under the terms of the Mortgage Loans, mortgagors will generally be   
required to present claims to insurers under hazard insurance policies          
maintained on the related Mortgaged Properties. The Servicer, on behalf of the  
Trustee and Securityholders, is obligated to present or cause to be presented   
claims under any blanket insurance policy insuring against hazard losses on     
Mortgaged Properties securing the Mortgage Loans. However, the ability of the   
Servicer to present or cause to be presented such claims is dependent upon the  
extent to which information in this regard is furnished to the Servicer by      
mortgagors.                                                                     

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Contracts                                                             

     Generally, the terms of the applicable Agreement for a Trust Fund comprised
of Contracts will require the Servicer to cause to be maintained with respect to
each Contract one or more hazard insurance policies which provide, at a minimum,
the same coverage as a standard form fire and extended coverage insurance policy
that is customary for manufactured housing, issued by a company authorized to   
issue such policies in the state in which the Manufactured Home is located, and 
in an amount which is not less than the maximum insurable value of such         
Manufactured Home or the principal balance due from the obligor on the related  
Contract, whichever is less; provided, however, that the amount of coverage     
provided by each such hazard insurance policy shall be sufficient to avoid the  
application of any co-insurance clause contained therein. When a Manufactured   
Home's location was, at the time of origination of the related Contract, within 
a federally designated special flood hazard area, the Servicer shall cause such 
flood insurance to be maintained, which coverage shall be at least equal to the 
minimum amount specified in the preceding sentence or such lesser amount as may 
be available under the federal flood insurance program. Each hazard insurance   
policy caused to be maintained by the Servicer shall contain a standard loss    
payee clause in favor of the Servicer and its successors and assigns. If any    
obligor is in default in the payment of premiums on its hazard insurance policy 
or policies, the Servicer shall pay such premiums out of its own funds, and may 
add separately such premium to the obligor's obligation as provided by the      
Contract, but may not add such premium to the remaining principal balance of the
Contract.                                                                       

   The Servicer may maintain, in lieu of causing individual hazard insurance
policies to be maintained with respect to each Manufactured Home, and shall     
maintain, to the extent that the related Contract does not require the obligor  
to maintain a hazard insurance policy with respect to the related Manufactured  
Home, one or more blanket insurance policies covering losses on the obligor's   
interest in the Contracts resulting from the absence or insufficiency of        
individual hazard insurance policies. The Servicer shall pay the premium for    
such blanket policy on the basis described therein and shall pay any deductible 
amount with respect to claims under such policy relating to the Contracts.      

Fidelity Bonds and Errors and Omissions Insurance                     

     Each Agreement will require that the Servicer obtain and maintain in effect
a fidelity bond or similar form of insurance coverage (which may provide blanket
coverage) or any combination thereof insuring against loss occasioned by fraud, 
theft or other intentional misconduct of the officers, employees and agents of  
the Servicer. The applicable Agreement will allow the Servicer to self-insure   
against loss occasioned by the errors and omissions of the officers, employees  
and agents of the Servicer so long as certain criteria set forth in such        
Agreement are met.                                                              

Due-on-Sale Provisions                                                

The Mortgage Loans may contain clauses requiring the consent of the   
mortgagee to any sale or other transfer of the related Mortgaged Property, or   
due-on-sale clauses entitling the mortgagee to accelerate payment of the        
Mortgage Loan upon any sale, transfer or conveyance of the related Mortgaged    
Property. The Servicer will generally enforce any due-on-sale clause to the     
extent it has knowledge of the conveyance or proposed conveyance of the         
underlying Mortgaged Property and it is entitled to do so under applicable law; 
provided, however, that the Servicer will not take any action in relation to the
enforcement of any due-on-sale provision which would adversely affect or        
jeopardize coverage under any applicable insurance policy. Any fee collected by 
or on behalf of the Servicer for entering into an assumption agreement will be  
retained by or on behalf of the Servicer as additional servicing compensation.  
See "Certain Legal Aspects of Mortgage Loans--Due-on-Sale Clauses." The         
Contracts may also contain such clauses. The Servicer will generally permit such
transfer so long as the transferee satisfies the Servicer's then applicable     
underwriting standards. The purpose of such transfers is often to avoid a       
default by the transferring obligor. See "Certain Legal Aspects of the          
Contracts--Transfers of Manufactured Homes; Enforceability of "Due-on-Sale"     
Clauses."                                                                       

Retained Interest; Servicing Compensation and Payment of Expenses     

   The prospectus supplement for a Series of Securities will specify whether
there will be any Retained Interest in the Assets, and, if so, the initial owner
thereof. If so, the Retained Interest will be established on a loan-by-loan     
basis and will be specified on an exhibit to the applicable Agreement. A        
"Retained Interest" in an Asset represents a specified portion of the interest  
payable thereon. The Retained Interest will be deducted from mortgagor payments 
as received and will not be part of the related Trust Fund.                     

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   The Servicer's primary servicing compensation with respect to a Series of
Securities will come from the periodic payment to it of a portion of the        
interest payment on each Asset or such other amount specified in the related    
prospectus supplement. Since any Retained Interest and a Servicer's primary     
compensation are percentages of the principal balance of each Asset, such       
amounts will decrease in accordance with the amortization of the Assets. The    
prospectus supplement with respect to a Series of Securities evidencing         
interests in a Trust Fund that includes Mortgage Loans or Contracts may provide 
that, as additional compensation, the Servicer may retain all or a portion of   
assumption fees, modification fees, late payment charges or Prepayment Premiums 
collected from mortgagors and any interest or other income which may be earned  
on funds held in the Collection Account or any account established by a Servicer
pursuant to the applicable Agreement.                                           

The Servicer may, to the extent provided in the related prospectus    
supplement, pay from its servicing compensation certain expenses incurred in    
connection with its servicing and managing of the Assets, including, without    
limitation, payment of the fees and disbursements of the Trustee and independent
accountants, payment of expenses incurred in connection with distributions and  
reports to Securityholders, and payment of any other expenses described in the  
related prospectus supplement. Certain other expenses, including certain        
expenses relating to defaults and liquidations on the Assets and, to the extent 
so provided in the related prospectus supplement, interest thereon at the rate  
specified therein may be borne by the Trust Fund.                               

 If and to the extent provided in the related prospectus supplement, the
Servicer may be required to apply a portion of the servicing compensation       
otherwise payable to it in respect of any Due Period to certain interest        
shortfalls resulting from the voluntary prepayment of any Assets in the related 
Trust Fund during such period prior to their respective due dates therein.      

Evidence as to Compliance                                             

     Each Agreement relating to Assets which include Mortgage Loans or Contracts
will provide that on or before a specified date in each year, a firm of         
independent public accountants will furnish a statement to the Trustee to the   
effect that, on the basis of the examination by such firm conducted             
substantially in compliance with either the Uniform Single Attestation Program  
for Mortgage Bankers, the Audit Program for Mortgages serviced for Freddie Mac  
or such other program used by the Servicer, the servicing by or on behalf of the
Servicer of mortgage loans under agreements substantially similar to each other 
(including the applicable Agreement) was conducted in compliance with the terms 
of such agreements or such program except for any significant exceptions or     
errors in records that, in the opinion of the firm, either the Audit Program for
Mortgages serviced for Freddie Mac, or paragraph 4 of the Uniform Single        
Attestation Program for Mortgage Bankers, or such other program, requires it to 
report.                                                                         

  Each such Agreement will also provide for delivery to the Trustee, on or
before a specified date in each year, of an annual statement signed by two      
officers of the Servicer to the effect that the Servicer has fulfilled its      
obligations under the applicable Agreement throughout the preceding calendar    
year or other specified twelve-month period.                                    

Copies of such annual accountants' statement and such statements of   
officers will be obtainable by Securityholders without charge upon written      
request to the Servicer or other entity specified in the related prospectus     
supplement at the address set forth in the related prospectus supplement.       

    Certain Matters Regarding Servicers, the Master Servicer and the Depositor

     The Servicers and Master Servicer under each Agreement will be named in the
related prospectus supplement. The entities serving as Servicer or Master       
Servicer may be affiliates of the Depositor and may have other normal business  
relationships with the Depositor or the Depositor's affiliates. Reference herein
to the Servicer shall be deemed to be to the Master Servicer, if applicable.    

     The applicable Agreement will provide that the Servicer may resign from its
obligations and duties thereunder only upon a determination that its duties     
under such Agreement are no longer permissible under applicable law or are in   
material conflict by reason of applicable law with any other activities carried 
on by it, the other activities of the Servicer so causing such a conflict being 
of a type and nature carried on by the Servicer at the date of such Agreement.  
No such resignation will become effective until the Trustee or a successor      
servicer has assumed the Servicer's obligations and duties under the applicable 
Agreement.                                                                      

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Each Agreement will further provide that neither any Servicer, the    
Depositor nor any director, officer, employee, or agent of a Servicer or the    
Depositor will be under any liability to the related Trust Fund or              
Securityholders for any action taken, or for refraining from the taking of any  
action, in good faith pursuant to the applicable Agreement; provided, however,  
that neither a Servicer, the Depositor nor any such person will be protected    
against any breach of a representation, warranty or covenant made in such       
Agreement, or against any liability specifically imposed thereby, or against any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or gross negligence in the performance of obligations or duties thereunder
or by reason of reckless disregard of obligations and duties thereunder. Each   
Agreement will further provide that any Servicer, the Depositor and any         
director, officer, employee or agent of a Servicer or the Depositor will be     
entitled to indemnification by the related Trust Fund and will be held harmless 
against any loss, liability or expense incurred in connection with any legal    
action relating to the applicable Agreement or the Securities; provided,        
however, that such indemnification will not extend to any loss, liability or    
expense (i) specifically imposed by such Agreement or otherwise incidental to   
the performance of obligations and duties thereunder, including, in the case of 
a Servicer, the prosecution of an enforcement action in respect of any specific 
Mortgage Loan or Mortgage Loans or Contract or Contracts (except as any such    
loss, liability or expense shall be otherwise reimbursable pursuant to such     
Agreement); (ii) incurred in connection with any breach of a representation,    
warranty or covenant made in such Agreement; (iii) incurred by reason of        
misfeasance, bad faith or gross negligence in the performance of obligations or 
duties thereunder, or by reason of reckless disregard of such obligations or    
duties; (iv) incurred in connection with any violation of any state or federal  
securities law; or (v) imposed by any taxing authority if such loss, liability  
or expense is not specifically reimbursable pursuant to the terms of the        
applicable Agreement. In addition, each Agreement will provide that neither any 
Servicer nor the Depositor will be under any obligation to appear in, prosecute 
or defend any legal action which is not incidental to its respective            
responsibilities under the applicable Agreement and which in its opinion may    
involve it in any expense or liability. Any such Servicer or the Depositor may, 
however, in its discretion undertake any such action which it may deem necessary
or desirable with respect to the applicable Agreement and the rights and duties 
of the parties thereto and the interests of the Securityholders thereunder. In  
such event, the legal expenses and costs of such action and any liability       
resulting therefrom will be expenses, costs and liabilities of the              
Securityholders, and the Servicer or the Depositor, as the case may be, will be 
entitled to be reimbursed therefor and to charge the Collection Account.        

Any person into which the Servicer or the Depositor may be merged or  
consolidated, or any person resulting from any merger or consolidation to which 
the Servicer or the Depositor is a party, or any person succeeding to the       
business of the Servicer or the Depositor, will be the successor of the Servicer
or the Depositor, as the case may be, under the applicable Agreement.           

Special Servicers                                                     

If and to the extent specified in the related prospectus supplement, a
special servicer (a "Special Servicer") may be a party to the applicable        
Agreement or may be appointed by the Servicer or another specified party to     
perform certain specified duties in respect of servicing the related Mortgage   
Loans that would otherwise be performed by the Servicer (for example, the       
workout and/or foreclosure of defaulted Mortgage Loans). The rights and         
obligations of any Special Servicer will be specified in the related Agreement. 
The Servicer will be liable for the performance of a Special Servicer only if,  
and to the extent, set forth in such Agreement.                                 

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Events of Default under the Agreements                                

     Events of default under the applicable Agreement will generally include (i)
any failure by the Servicer to distribute or cause to be distributed to         
Securityholders, or to remit to the Trustee for distribution to Securityholders,
any required payment that continues after a grace period, if any; (ii) any      
failure by the Servicer duly to observe or perform in any material respect any  
of its other covenants or obligations under the applicable Agreement which      
continues unremedied for 30 days after written notice of such failure has been  
given to the Servicer by the Trustee or the Depositor, or to the Servicer, the  
Depositor and the Trustee by Securityholders evidencing not less than 25% of the
Voting Rights; (iii) any breach of a representation or warranty made by the     
Servicer under the applicable Agreement which materially and adversely affects  
the interests of Securityholders and which continues unremedied for 30 days     
after written notice of such breach has been given to the Servicer by the       
Trustee or the Depositor, or to the Servicer, the Depositor and the Trustee by  
the holders of Securities evidencing not less than 25% of the Voting Rights; and
(iv) certain events of insolvency, readjustment of debt, marshaling of assets   
and liabilities or similar proceedings and certain actions by or on behalf of   
the Servicer indicating its insolvency or inability to pay its obligations.     
Material variations to the foregoing events of default (other than to shorten   
cure periods or eliminate notice requirements) will be specified in the related 
prospectus supplement. The Trustee will, not later than the later of 60 days or 
such other period specified in the related prospectus supplement after the      
occurrence of any event which constitutes or, with notice or lapse of time or   
both, would constitute an event of default and five days after certain officers 
of the Trustee become aware of the occurrence of such an event, transmit by mail
to the Depositor and all Securityholders of the applicable Series notice of such
occurrence, unless such default shall have been cured or waived.                

 The manner of determining the "Voting Rights" of a Security or Class or
Classes of Securities will be specified in the related prospectus supplement.   

Rights Upon Event of Default under the Agreements                     

   So long as an event of default under an Agreement remains unremedied, the
Depositor or the Trustee may, and at the direction of holders of Securities     
evidencing not less than 51% (or such other percentage specified in the related 
prospectus supplement) of the Voting Rights, the Trustee shall terminate all of 
the rights and obligations of the Servicer under the applicable Agreement and in
and to the Mortgage Loans (other than as a Securityholder or as the owner of any
Retained Interest), whereupon the Trustee will succeed to all of the            
responsibilities, duties and liabilities of the Servicer under the applicable   
Agreement (except that if the Trustee is prohibited by law from obligating      
itself to make advances regarding delinquent Assets, or if the related          
prospectus supplement so specifies, then the Trustee will not be obligated to   
make such advances) and will be entitled to similar compensation arrangements.  
In the event that the Trustee is unwilling or unable so to act, it may or, at   
the written request of the holders of Securities entitled to at least 51% (or   
such other percentage specified in the related prospectus supplement) of the    
Voting Rights, it shall appoint, or petition a court of competent jurisdiction  
for the appointment of, a loan servicing institution acceptable to the Rating   
Agency with a net worth at the time of such appointment of at least $15,000,000 
(or such other amount specified in the related prospectus supplement) to act as 
successor to the Servicer under the applicable Agreement. Pending such          
appointment, the Trustee is obligated to act in such capacity. The Trustee and  
any such successor may agree upon the servicing compensation to be paid, which  
in no event may be greater than the compensation payable to the Servicer under  
the applicable Agreement.                                                       

The holders of Securities representing at least 66 2/3% (or such other
percentage specified in the related prospectus supplement) of the Voting Rights 
allocated to the respective Classes of Securities affected by any event of      
default will be entitled to waive such event of default; provided, however, that
an Event of Default involving a failure to distribute a required payment to     
Securityholders described in clause (i) under "--Events of Default under the    
Agreements" may be waived only by all of the Securityholders. Upon any such     
waiver of an event of default, such event of default shall cease to exist and   
shall be deemed to have been remedied for every purpose under the applicable    
Agreement.                                                                      

     No Securityholders will have the right under any Agreement to institute any
proceeding with respect thereto unless such holder previously has given to the  
Trustee written notice of default and unless the holders of Securities          
evidencing not less than 25% (or such other percentage specified in the related 
prospectus supplement) of the Voting Rights have made written request upon the  
Trustee to institute such proceeding in its own name as Trustee thereunder and  
have offered to the Trustee reasonable indemnity, and the Trustee for 60 days   
(or such other number of days specified in the related prospectus supplement)   
has neglected or refused to institute any such proceeding. The Trustee, however,
is under no obligation to exercise any of the trusts or powers vested in it by  
any Agreement or to make any investigation of matters arising thereunder or to  
institute, conduct or defend any litigation thereunder or in relation thereto at
the request, order or direction of any of the Securityholders covered by such   
Agreement, unless such Securityholders have offered to the Trustee reasonable   
security or indemnity against the costs, expenses and liabilities which may be  
incurred therein or thereby.                                                    

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Amendment                                                             

   Each Agreement may be amended by the parties thereto, without the consent
of any Securityholders covered by the applicable Agreement, (i) to cure any     
ambiguity or mistake, (ii) to correct, modify or supplement any provision       
therein which may be inconsistent with any other provision therein or with the  
related prospectus supplement, (iii) to make any other provisions with respect  
to matters or questions arising under the applicable Agreement which are not    
materially inconsistent with the provisions thereof, or (iv) to comply with any 
requirements imposed by the Code; provided that, in the case of clause (iii),   
such amendment will not adversely affect in any material respect the interests  
of any Securityholders covered by the applicable Agreement as evidenced either  
by an opinion of counsel to such effect or the delivery to the Trustee of       
written notification from each Rating Agency that provides, at the request of   
the Depositor, a rating for the Offered Securities of the related Series to the 
effect that such amendment or supplement will not cause such Rating Agency to   
lower or withdraw the then current rating assigned to such Securities. Each     
Agreement may also be amended by the Depositor, the Servicer, if any, and the   
Trustee, with the consent of the Securityholders affected thereby evidencing not
less than 51% (or such other percentage specified in the related prospectus     
supplement) of the Voting Rights, for any purpose; provided, however, no such   
amendment may (i) reduce in any manner the amount of, or delay the timing of,   
payments received or advanced on Assets which are required to be distributed on 
any Security without the consent of the Securityholder or (ii) reduce the       
consent percentages described in this paragraph without the consent of all the  
Securityholders covered by such Agreement then outstanding. However, with       
respect to any Series of Securities as to which a REMIC election or a FASIT     
election is to be made, the Trustee will not consent to any amendment of the    
applicable Agreement unless it shall first have received an opinion of counsel  
to the effect that such amendment will not result in the imposition of a tax on 
the related Trust Fund or cause the related Trust Fund to fail to qualify as a  
REMIC or a FASIT, as the case may be, at any time that the related Securities   
are outstanding.                                                                

The Trustee                                                           

  The Trustee under each Agreement will be named in the related prospectus
supplement. The commercial bank, national banking association, banking          
corporation or trust company serving as Trustee may have a banking relationship 
with the Depositor and its affiliates, with any Servicer and its affiliates and 
with any Master Servicer and its affiliates. With respect to certain Series of  
Securities, a certificate administrator will perform certain duties and         
functions normally performed by the Trustee. Any certificate administrator will 
be a party to the applicable Agreement and will be named in the applicable      
Prospectus Supplement. Any certificate administrator will have obligations and  
rights similar to the Trustee as described in this Prospectus.                  

Duties of the Trustee                                                 

    The Trustee will make no representations as to the validity or sufficiency
of any Agreement, the Securities or any Asset or related document and is not    
accountable for the use or application by or on behalf of any Servicer of any   
funds paid to the Master Servicer or its designee in respect of the Securities  
or the Assets, or deposited into or withdrawn from the Collection Account or any
other account by or on behalf of the Servicer. If no Event of Default has       
occurred and is continuing, the Trustee is required to perform only those duties
specifically required under the applicable Agreement, as applicable. However,   
upon receipt of the various certificates, reports or other instruments required 
to be furnished to it, the Trustee is required to examine such documents and to 
determine whether they conform to the requirements of the applicable Agreement. 

Certain Matters Regarding the Trustee                                 

 The Trustee and any director, officer, employee or agent of the Trustee
shall be entitled to indemnification out of the Collection Account for any loss,
liability or expense (including costs and expenses of litigation, and of        
investigation, counsel fees, damages, judgments and amounts paid in settlement) 
incurred in connection with the Trustee's (i) enforcing its rights and remedies 
and protecting the interests, of the Securityholders during the continuance of  
an Event of Default, (ii) defending or prosecuting any legal action in respect  
of the applicable Agreement or Series of Securities (iii) being the mortgagee of
record with respect to the Mortgage Loans in a Trust Fund and the owner of      
record with respect to any Mortgaged Property acquired in respect thereof for   
the benefit of Securityholders, or (iv) acting or refraining from acting in good
faith at the direction of the holders of the related Series of Securities       
entitled to not less than 25% (or such other percentage as is specified in the  
applicable Agreement with respect to any particular matter) of the Voting Rights
for such Series; provided, however, that such indemnification will not extend to
any loss, liability or expense that constitutes a specific liability of the     
Trustee pursuant to the applicable Agreement, or to any loss, liability or      
expense incurred by reason of willful misfeasance, bad faith or negligence on   
the part of the Trustee in the performance of its obligations and duties        
thereunder, or by reason of its reckless disregard of such obligations or       
duties, or as may arise from a breach of any representation, warranty or        
covenant of the Trustee made therein.                                           

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Resignation and Removal of the Trustee                                

     The Trustee may at any time resign from its obligations and duties under an
Agreement by giving written notice thereof to the Depositor, the Servicer, if   
any, and all Securityholders. Upon receiving such notice of resignation, the    
Depositor is required promptly to appoint a successor trustee acceptable to the 
Servicer, if any. If no successor trustee shall have been so appointed and have 
accepted appointment within 30 days after the giving of such notice of          
resignation, the resigning Trustee may petition any court of competent          
jurisdiction for the appointment of a successor trustee.                        

   If at any time the Trustee shall cease to be eligible to continue as such
under the applicable Agreement, or if at any time the Trustee shall become      
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver  
of the Trustee or of its property shall be appointed, or any public officer     
shall take charge or control of the Trustee or of its property or affairs for   
the purpose of rehabilitation, conservation or liquidation, or if a change in   
the financial condition of the Trustee has adversely affected or will adversely 
affect the rating on any Class of the Securities, then the Depositor may remove 
the Trustee and appoint a successor trustee acceptable to the Master Servicer,  
if any. Securityholders of any Series entitled to at least 51% (or such other   
percentage specified in the related prospectus supplement) of the Voting Rights 
for such Series may at any time remove the Trustee without cause and appoint a  
successor trustee.                                                              

  Any resignation or removal of the Trustee and appointment of a successor
trustee shall not become effective until acceptance of appointment by the       
successor trustee.                                                              

Material Terms of the Indenture                                                 

General                                                               

    The following summary describes the material provisions that may appear in
each Indenture. The prospectus supplement for a Series of Notes will describe   
any provision of the Indenture relating to such Series that materially differs  
from the description thereof contained in this prospectus. The summaries do not 
purport to be complete and are subject to, and are qualified in their entirety  
by reference to, all of the provisions of the Indenture for a Series of Notes. A
form of an Indenture has been filed as an exhibit to the Registration Statement 
of which this prospectus is a part. The Depositor will provide a copy of the    
Indenture (without exhibits) relating to any Series of Notes without charge upon
written request of a Securityholder of such Series addressed to Asset Backed    
Funding Corporation, 214 North Tryon Street, Charlotte, North Carolina 28255,   
Attention: Vice President.                                                      

Events of Default                                                     

Events of default under the Indenture for each Series of Notes will   
generally include: (i) a default for thirty (30) days (or such other number of  
days specified in such prospectus supplement) or more in the payment of any     
principal of or interest on any Note of such Series; (ii) failure to perform any
other covenant of the Depositor or the Trust Fund in the Indenture which        
continues for a period of sixty (60) days (or such other number of days         
specified in such prospectus supplement) after notice thereof is given in       
accordance with the procedures described in the related prospectus supplement;  
(iii) any representation or warranty made by the Depositor or the Trust Fund in 
the Indenture or in any certificate or other writing delivered pursuant thereto 
or in connection therewith with respect to or affecting such Series having been 
incorrect in a material respect as of the time made, and such breach is not     
cured within sixty (60) days (or such other number of days specified in such    
prospectus supplement) after notice thereof is given in accordance with the     
procedures described in the related prospectus supplement; (iv) certain events  
of bankruptcy, insolvency, receivership or liquidation of the Depositor or the  
Trust Fund; or (v) any other event of default provided with respect to Notes of 
that Series.                                                                    

    If an event of default with respect to the Notes of any Series at the time
outstanding occurs and is continuing, either the Indenture Trustee or the       
Securityholders of a majority of the then aggregate outstanding amount of the   
Notes of such Series may declare the principal amount (or, if the Notes of that 
Series are Accrual Securities, such portion of the principal amount as may be   
specified in the terms of that Series, as provided in the related prospectus    
supplement) of all the Notes of such Series to be due and payable immediately.  
Such declaration may, under certain circumstances, be rescinded and annulled by 
the Securityholders of a majority in aggregate outstanding amount of the Notes  
of such Series.                                                                 

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    If, following an event of default with respect to any Series of Notes, the
Notes of such Series have been declared to be due and payable, the Indenture    
Trustee may, in its discretion, notwithstanding such acceleration, elect to     
maintain possession of the collateral securing the Notes of such Series and to  
continue to apply distributions on such collateral as if there had been no      
declaration of acceleration if such collateral continues to provide sufficient  
funds for the payment of principal of and interest on the Notes of such Series  
as they would have become due if there had not been such a declaration. In      
addition, the Indenture Trustee may not sell or otherwise liquidate the         
collateral securing the Notes of a Series following an event of default, other  
than a default in the payment of any principal or interest on any Note of such  
Series for thirty (30) days or more, unless (a) the Securityholders of 100% (or 
such other percentage specified in the related prospectus supplement) of the    
then aggregate outstanding amount of the Notes of such Series consent to such   
sale, (b) the proceeds of such sale or liquidation are sufficient to pay in full
the principal of and accrued interest, due and unpaid, on the outstanding Notes 
of such Series at the date of such sale or (c) the Indenture Trustee determines 
that such collateral would not be sufficient on an ongoing basis to make all    
payments on such Notes as such payments would have become due if such Notes had 
not been declared due and payable, and the Indenture Trustee obtains the consent
of the Securityholders of 66 2/3% (or such other percentage specified in the    
related prospectus supplement) of the then aggregate outstanding amount of the  
Notes of such Series.                                                           

In the event that the Indenture Trustee liquidates the collateral in  
connection with an event of default involving a default for thirty (30) days (or
such other number of days specified in the related prospectus supplement) or    
more in the payment of principal of or interest on the Notes of a Series, the   
Indenture provides that the Indenture Trustee will have a prior lien on the     
proceeds of any such liquidation for unpaid fees and expenses. As a result, upon
the occurrence of such an event of default, the amount available for            
distribution to the Securityholders would be less than would otherwise be the   
case. However, the Indenture Trustee may not institute a proceeding for the     
enforcement of its lien except in connection with a proceeding for the          
enforcement of the lien of the Indenture for the benefit of the Securityholders 
after the occurrence of such an event of default.                               

   To the extent provided in the related prospectus supplement, in the event
the principal of the Notes of a Series is declared due and payable, as described
above, the Securityholders of any such Notes issued at a discount from par may  
be entitled to receive no more than an amount equal to the unpaid principal     
amount thereof less the amount of such discount which is unamortized.           

  Subject to the provisions of the Indenture relating to the duties of the
Indenture Trustee, in case an event of default shall occur and be continuing    
with respect to a Series of Notes, the Indenture Trustee shall be under no      
obligation to exercise any of the rights or powers under the Indenture at the   
request or direction of any of the Securityholders of such Series, unless such  
holders offered to the Indenture Trustee security or indemnity satisfactory to  
it against the costs, expenses and liabilities which might be incurred by it in 
complying with such request or direction. Subject to such provisions for        
indemnification and certain limitations contained in the Indenture, the         
Securityholders of a majority of the then aggregate outstanding amount of the   
Notes of such Series shall have the right to direct the time, method and place  
of conducting any proceeding for any remedy available to the Indenture Trustee  
or exercising any trust or power conferred on the Indenture Trustee with respect
to the Notes of such Series, and the Securityholders of a majority of the then  
aggregate outstanding amount of the Notes of such Series may, in certain cases, 
waive any default with respect thereto, except a default in the payment of      
principal or interest or a default in respect of a covenant or provision of the 
Indenture that cannot be modified without the waiver or consent of all the      
Securityholders of the outstanding Notes of such Series affected thereby.       

Discharge of Indenture                                                

    The Indenture will be discharged with respect to a Series of Notes (except
with respect to certain continuing rights specified in the Indenture) upon the  
delivery to the Indenture Trustee for cancellation of all the Notes of such     
Series or, with certain limitations, upon deposit with the Indenture Trustee of 
funds sufficient for the payment in full of all of the Notes of such Series.    

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    In addition to such discharge with certain limitations, the Indenture will
provide that, if so specified with respect to the Notes of any Series, the      
related Trust Fund will be discharged from any and all obligations in respect of
the Notes of such Series (except for certain obligations relating to temporary  
Notes and exchange of Notes, to register the transfer of or exchange Notes of   
such Series, to replace stolen, lost or mutilated Notes of such Series, to      
maintain paying agencies and to hold monies for payment in trust) upon the      
deposit with the Indenture Trustee, in trust, of money and/or direct obligations
of or obligations guaranteed by the United States of America which through the  
payment of interest and principal in respect thereof in accordance with their   
terms will provide money in an amount sufficient to pay the principal of and    
each installment of interest on the Notes of such Series on the maturity date   
for such Notes and any installment of interest on such Notes in accordance with 
the terms of the Indenture and the Notes of such Series. In the event of any    
such defeasance and discharge of Notes of such Series, holders of Notes of such 
Series would be able to look only to such money and/or direct obligations for   
payment of principal and interest, if any, on their Notes until maturity.       

Indenture Trustee's Annual Report                                     

 The Indenture Trustee for each Series of Notes will be required to mail
each year to all related Securityholders a brief report relating to its         
eligibility and qualification to continue as Indenture Trustee under the related
Indenture, any amounts advanced by it under the Indenture, the amount, interest 
rate and maturity date of certain indebtedness owing by such Trust to the       
applicable Indenture Trustee in its individual capacity, the property and funds 
physically held by such Indenture Trustee as such and any action taken by it    
that materially affects such Notes and that has not been previously reported.   

The Indenture Trustee                                                 

The Indenture Trustee for a Series of Notes will be specified in the  
related prospectus supplement. The Indenture Trustee for any Series may resign  
at any time, in which event the Depositor will be obligated to appoint a        
successor trustee for such Series. The Depositor may also remove any such       
Indenture Trustee if such Indenture Trustee ceases to be eligible to continue as
such under the related Indenture or if such Indenture Trustee becomes insolvent.
In such circumstances the Depositor will be obligated to appoint a successor    
trustee for the applicable Series of Notes. Any resignation or removal of the   
Indenture Trustee and appointment of a successor trustee for any Series of Notes
does not become effective until acceptance of the appointment by the successor  
trustee for such Series.                                                        

   The bank or trust company serving as Indenture Trustee may have a banking
relationship with the Depositor or any of its affiliates, a Servicer or any of  
its affiliates or the Master Servicer or any of its affiliates.                 

 DESCRIPTION OF CREDIT SUPPORT

General                                                               

   For any Series of Securities, Credit Support may be provided with respect
to one or more Classes thereof or the related Assets. Credit Support may be in  
the form of the subordination of one or more Classes of Securities, letters of  
credit, insurance policies, guarantees, the establishment of one or more reserve
funds or another method of Credit Support described in the related prospectus   
supplement, or any combination of the foregoing. If so provided in the related  
prospectus supplement, any form of Credit Support may be structured so as to be 
drawn upon by more than one Series to the extent described therein.             

The coverage provided by any Credit Support will be described in the  
related prospectus supplement. Generally, such coverage will not provide        
protection against all risks of loss and will not guarantee repayment of the    
entire Security Balance of the Securities and interest thereon. If losses or    
shortfalls occur that exceed the amount covered by Credit Support or that are   
not covered by Credit Support, Securityholders will bear their allocable share  
of deficiencies. Moreover, if a form of Credit Support covers more than one     
Series of Securities (each, a "Covered Trust"), Securityholders evidencing      
interests in any of such Covered Trusts will be subject to the risk that such   
Credit Support will be exhausted by the claims of other Covered Trusts prior to 
such Covered Trust receiving any of its intended share of such coverage.        

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If Credit Support is provided with respect to one or more Classes of  
Securities of a Series, or the related Assets, the related prospectus supplement
will include a description of (a) the nature and amount of coverage under such  
Credit Support, (b) any conditions to payment thereunder not otherwise described
herein, (c) the conditions (if any) under which the amount of coverage under    
such Credit Support may be reduced and under which such Credit Support may be   
terminated or replaced and (d) the material provisions relating to such Credit  
Support. Additionally, the related prospectus supplement will set forth certain 
information with respect to the obligor under any instrument of Credit Support, 
including (i) a brief description of its principal business activities, (ii) its
principal place of business, place of incorporation and the jurisdiction under  
which it is chartered or licensed to do business, (iii) if applicable, the      
identity of regulatory agencies that exercise primary jurisdiction over the     
conduct of its business and (iv) its total assets, and its stockholders' or     
policyholders' surplus, if applicable, as of the date specified in the          
prospectus supplement. See "Risk Factors--Risks Associated with the             
Securities--Credit Enhancement is Limited in Amount and Coverage."              

Subordinate Securities                                                          

   If so specified in the related prospectus supplement, one or more Classes
of Securities of a Series may be Subordinate Securities. To the extent specified
in the related prospectus supplement, the rights of the holders of Subordinate  
Securities to receive distributions of principal and interest from the          
Collection Account on any Distribution Date will be subordinated to such rights 
of the holders of Senior Securities. If so provided in the related prospectus   
supplement, the subordination of a Class may apply only in the event of (or may 
be limited to) certain types of losses or shortfalls. The related prospectus    
supplement will set forth information concerning the amount of subordination of 
a Class or Classes of Subordinate Securities in a Series, the circumstances in  
which such subordination will be applicable and the manner, if any, in which the
amount of subordination will be effected.                                       

Cross-Support Provisions                                                        

If the Assets for a Series are divided into separate groups, each     
supporting a separate Class or Classes of Securities of a Series, Credit Support
may be provided by cross-support provisions requiring that distributions be made
on Senior Securities evidencing interests in one group of Mortgage Loans prior  
to distributions on Subordinate Securities evidencing interests in a different  
group of Mortgage Loans within the Trust Fund. The prospectus supplement for a  
Series that includes a cross-support provision will describe the manner and     
conditions for applying such provisions.                                        

Limited Guarantee                                                               

If so specified in the related prospectus supplement with respect to a
Series of Securities, credit enhancement may be provided in the form of a       
limited guarantee issued by a guarantor named therein.                          

Financial Guaranty Insurance Policy or Surety Bond                              

If so specified in the related prospectus supplement with respect to a
Series of Securities, credit enhancement may be provided in the form of a       
financial guaranty insurance policy or a surety bond issued by an insurer named 
therein.                                                                        

Letter of Credit                                                                

  Alternative credit support with respect to a Series of Securities may be
provided by the issuance of a letter of credit by the bank or financial         
institution specified in the related prospectus supplement. The coverage, amount
and frequency of any reduction in coverage provided by a letter of credit issued
with respect to a Series of Securities will be set forth in the prospectus      
supplement relating to such Series.                                             

Pool Insurance Policies                                                         

   If so specified in the related prospectus supplement relating to a Series
of Securities, a pool insurance policy for the Mortgage Loans in the related    
Trust Fund will be obtained. The pool insurance policy will cover any loss      
(subject to the limitations described in the related prospectus supplement) by  
reason of default to the extent a related Mortgage Loan is not covered by any   
primary mortgage insurance policy. The amount and principal terms of any such   
coverage will be set forth in the prospectus supplement.                        

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Special Hazard Insurance Policies                                               

If so specified in the related prospectus supplement, a special hazard
insurance policy may also be obtained for the related Trust Fund in the amount  
set forth in such prospectus supplement. The special hazard insurance policy    
will, subject to the limitations described in the related prospectus supplement,
protect against loss by reason of damage to Mortgaged Properties caused by      
certain hazards not insured against under the standard form of hazard insurance 
policy for the respective states, in which the Mortgaged Properties are located.
The amount and principal terms of any such coverage will be set forth in the    
prospectus supplement.                                                          

Mortgagor Bankruptcy Bond                                                       

     If so specified in the related prospectus supplement, losses resulting from
a bankruptcy proceeding relating to a mortgagor affecting the Mortgage Loans in 
a Trust Fund with respect to a Series of Securities will be covered under a     
mortgagor bankruptcy bond (or any other instrument that will not result in a    
downgrading of the rating of the Securities of a Series by the Rating Agency or 
Rating Agencies that rate such Series). Any mortgagor bankruptcy bond or such   
other instrument will provide for coverage in an amount meeting the criteria of 
the Rating Agency or Rating Agencies rating the Securities of the related       
Series, which amount will be set forth in the related prospectus supplement. The
amount and principal terms of any such coverage will be set forth in the        
prospectus supplement.                                                          

Reserve Funds                                                                   

 If so provided in the prospectus supplement for a Series of Securities,
deficiencies in amounts otherwise payable on such Securities or certain Classes 
thereof will be covered by one or more reserve funds in which cash, a letter of 
credit, Permitted Investments, a demand note or a combination thereof will be   
deposited, in the amounts so specified in such prospectus supplement. The       
reserve funds for a Series may also be funded over time by depositing therein a 
specified amount of the distributions received on the related Assets as         
specified in the related prospectus supplement.                                 

Amounts on deposit in any reserve fund for a Series, together with the
reinvestment income thereon, if any, will be applied for the purposes, in the   
manner, and to the extent specified in the related prospectus supplement. A     
reserve fund may be provided to increase the likelihood of timely distributions 
of principal of and interest on the Securities. If so specified in the related  
prospectus supplement, reserve funds may be established to provide limited      
protection against only certain types of losses and shortfalls. Following each  
Distribution Date amounts in a reserve fund in excess of any amount required to 
be maintained therein may be released from the reserve fund under the conditions
and to the extent specified in the related prospectus supplement and will not be
available for further application to the Securities.                            

Moneys deposited in any reserve funds will be invested in Permitted   
Investments, to the extent specified in the related prospectus supplement. To   
the extent specified in the related prospectus supplement, any reinvestment     
income or other gain from such investments will be credited to the related      
reserve fund for such Series, and any loss resulting from such investments will 
be charged to such reserve fund. However, such income may be payable to any     
related Servicer or another service provider as additional compensation. To the 
extent specified in the related prospectus supplement, the reserve fund, if any,
for a Series will not be a part of the Trust Fund.                              

     Additional information concerning any reserve fund will be set forth in the
related prospectus supplement, including the initial balance of such reserve    
fund, the balance required to be maintained in the reserve fund, the manner in  
which such required balance will decrease over time, the manner of funding such 
reserve fund, the purposes for which funds in the reserve fund may be applied to
make distributions to Securityholders and use of investment earnings from the   
reserve fund, if any.                                                           

Overcollateralization                                                           

     If specified in the related prospectus supplement, subordination provisions
of a Trust Fund may be used to accelerate to a limited extent the amortization  
of one or more Classes of Securities relative to the amortization of the related
Assets. The accelerated amortization is achieved by the application of certain  
excess interest to the payment of principal of one or more Classes of           
Securities. This acceleration feature creates, with respect to the Assets or    
groups thereof, overcollateralization which results from the excess of the      
aggregate principal balance of the related Assets, or a group thereof, over the 
principal balance of the related Class or Classes of Securities. Such           
acceleration may continue for the life of the related Security, or may be       
limited. In the case of limited acceleration, once the required level of        
overcollateralization is reached, and subject to certain provisions specified in
the related prospectus supplement, such limited acceleration feature may cease, 
unless necessary to maintain the required level of overcollateralization.       

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 CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS

   The following discussion contains summaries, which are general in nature,
of certain legal aspects of loans secured by single-family or multi-family      
residential properties. Because such legal aspects are governed primarily by    
applicable state law(which laws may differ substantially), the summaries do not 
purport to be complete nor to reflect the laws of any particular state, nor to  
encompass the laws of all states in which the security for the Mortgage Loans is
situated. The summaries are qualified in their entirety by reference to the     
applicable federal and state laws governing the Mortgage Loans. See "Description
of the Trust Funds--Assets."                                                    

General                                                                         

     All of the Mortgage Loans are loans evidenced by a note or bond and secured
by instruments granting a security interest in real property which may be       
mortgages, deeds of trust, security deeds or deeds to secure debt, depending    
upon the prevailing practice and law in the state in which the Mortgaged        
Property is located. Mortgages, deeds of trust and deeds to secure debt are     
herein collectively referred to as "mortgages." Any of the foregoing types of   
mortgages will create a lien upon, or grant a title interest in, the subject    
property, the priority of which will depend on the terms of the particular      
security instrument, as well as separate, recorded, contractual arrangements    
with others holding interests in the mortgaged property, the knowledge of the   
parties to such instrument as well as the order of recordation of the instrument
in the appropriate public recording office. However, recording does not         
generally establish priority over governmental claims for real estate taxes and 
assessments and other charges imposed under governmental police powers.         

Types of Mortgage Instruments                                                   

 A mortgage either creates a lien against or constitutes a conveyance of
real property between two parties--a mortgagor (the borrower and usually the    
owner of the subject property) and a mortgagee (the lender). In contrast, a deed
of trust is a three-party instrument, among a trustor (the equivalent of a      
mortgagor), a trustee to whom the mortgaged property is conveyed, and a         
beneficiary (the lender) for whose benefit the conveyance is made. As used in   
this prospectus, unless the context otherwise requires, "mortgagor" includes the
trustor under a deed of trust and a grantor under a security deed or a deed to  
secure debt. Under a deed of trust, the mortgagor grants the property,          
irrevocably until the debt is paid, in trust, generally with a power of sale as 
security for the indebtedness evidenced by the related note. A deed to secure   
debt typically has two parties. By executing a deed to secure debt, the grantor 
conveys title to, as opposed to merely creating a lien upon, the subject        
property to the grantee until such time as the underlying debt is repaid,       
generally with a power of sale as security for the indebtedness evidenced by the
related mortgage note. In case the mortgagor under a mortgage is a land trust,  
there would be an additional party because legal title to the property is held  
by a land trustee under a land trust agreement for the benefit of the mortgagor.
At origination of a mortgage loan involving a land trust, the mortgagor executes
a separate undertaking to make payments on the mortgage note. The mortgagee's   
authority under a mortgage, the trustee's authority under a deed of trust and   
the grantee's authority under a deed to secure debt are governed by the express 
provisions of the mortgage, the law of the state in which the real property is  
located, certain federal laws (including, without limitation, the Servicemembers
Civil Relief Act) and, in some cases, in deed of trust transactions, the        
directions of the beneficiary.                                                  

The Mortgages that encumber Multifamily Properties may contain an     
assignment of rents and leases, pursuant to which the mortgagor assigns to the  
lender the mortgagor's right, title and interest as landlord under each lease   
and the income derived therefrom, while retaining a revocable license to collect
the rents for so long as there is no default. If the mortgagor defaults, the    
license terminates and the lender is entitled to collect the rents. Local law   
may require that the lender take possession of the property and/or obtain a     
court-appointed receiver before becoming entitled to collect the rents.         

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Interest in Real Property                                                       

  The real property covered by a mortgage, deed of trust, security deed or
deed to secure debt is most often the fee estate in land and improvements.      
However, such an instrument may encumber other interests in real property such  
as a tenant's interest in a lease of land or improvements, or both, and the     
leasehold estate created by such lease. An instrument covering an interest in   
real property other than the fee estate requires special provisions in the      
instrument creating such interest or in the mortgage, deed of trust, security   
deed or deed to secure debt, to protect the mortgagee against termination of    
such interest before the mortgage, deed of trust, security deed or deed to      
secure debt is paid. The Depositor, the Asset Seller or other entity specified  
in the related prospectus supplement will make certain representations and      
warranties in the applicable Agreement or certain representations and warranties
will be assigned to the Trustee with respect to any Mortgage Loans that are     
secured by an interest in a leasehold estate. Such representation and           
warranties, if applicable, will be set forth in the prospectus supplement.      

Cooperative Loans                                                               

   If specified in the prospectus supplement relating to a Series of Offered
Securities, the Mortgage Loans may also consist of cooperative apartment loans  
("Cooperative Loans") secured by security interests in shares issued by a       
cooperative housing corporation (a "Cooperative") and in the related proprietary
leases or occupancy agreements granting exclusive rights to occupy specific     
dwelling units in the cooperatives' buildings. The security agreement will      
create a lien upon, or grant a title interest in, the property which it covers, 
the priority of which will depend on the terms of the particular security       
agreement as well as the order of recordation of the agreement in the           
appropriate recording office. Such a lien or title interest is not prior to the 
lien for real estate taxes and assessments and other charges imposed under      
governmental police powers.                                                     

  Each Cooperative owns in fee or has a leasehold interest in all the real
property and owns in fee or leases the building and all separate dwelling units 
therein. The Cooperative is directly responsible for property management and, in
most cases, payment of real estate taxes, other governmental impositions and    
hazard and liability insurance. If there is a blanket mortgage or mortgages on  
the cooperative apartment building or underlying land, as is generally the case,
or an underlying lease of the land, as is the case in some instances, the       
Cooperative, as property mortgagor, or lessee, as the case may be, is also      
responsible for meeting these mortgage or rental obligations. A blanket mortgage
is ordinarily incurred by the cooperative in connection with either the         
construction or purchase of the Cooperative's apartment building or obtaining of
capital by the Cooperative. The interest of the occupant under proprietary      
leases or occupancy agreements as to which that Cooperative is the landlord are 
generally subordinate to the interest of the holder of a blanket mortgage and to
the interest of the holder of a land lease. If the Cooperative is unable to meet
the payment obligations (i) arising under a blanket mortgage, the mortgagee     
holding a blanket mortgage could foreclose on that mortgage and terminate all   
subordinate proprietary leases and occupancy agreements or (ii) arising under   
its land lease, the holder of the landlord's interest under the land lease could
terminate it and all subordinate proprietary leases and occupancy agreements.   
Also, a blanket mortgage on a cooperative may provide financing in the form of a
mortgage that does not fully amortize, with a significant portion of principal  
being due in one final payment at maturity. The inability of the Cooperative to 
refinance a mortgage and its consequent inability to make such final payment    
could lead to foreclosure by the mortgagee. Similarly, a land lease has an      
expiration date and the inability of the Cooperative to extend its term or, in  
the alternative, to purchase the land could lead to termination of the          
Cooperative's interest in the property and termination of all proprietary leases
and occupancy agreement. In either event, a foreclosure by the holder of a      
blanket mortgage or the termination of the underlying lease could eliminate or  
significantly diminish the value of any collateral held by the lender that      
financed the purchase by an individual tenant stockholder of cooperative shares 
or, in the case of the Mortgage Loans, the collateral securing the Cooperative  
Loans.                                                                          

   The Cooperative is owned by tenant-stockholders who, through ownership of
stock or shares in the corporation, receive proprietary lease or occupancy      
agreements which confer exclusive rights to occupy specific units. Generally, a 
tenant-stockholder of a Cooperative must make a monthly payment to the          
Cooperative representing such tenant-stockholder's pro rata share of the        
Cooperative's payments for its blanket mortgage, real property taxes,           
maintenance expenses and other capital or ordinary expenses. An ownership       
interest in a Cooperative and accompanying occupancy rights are financed through
a Cooperative Loan evidenced by a promissory note and secured by an assignment  
of and a security interest in the occupancy agreement or proprietary lease and a
security interest in the related Cooperative shares. The lender generally takes 
possession of the share certificate and a counterpart of the proprietary lease  
or occupancy agreement and a financing statement covering the proprietary lease 
or occupancy agreement and the cooperative shares is filed in the appropriate   
state and local offices to perfect the lender's interest in its collateral.     
Subject to the limitations discussed below, upon default of the                 
tenant-stockholder, the lender may sue for judgment on the promissory note,     
dispose of the collateral at a public or private sale or otherwise proceed      
against the collateral or tenant-stockholder as an individual as provided in the
security agreement covering the assignment of the proprietary lease or occupancy
agreement and the pledge of Cooperative shares. See "Foreclosure--Cooperative   
Loans" below.                                                                   

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Land Sale Contracts                                                             

   Under Land Sale Contracts the contract seller (hereinafter referred to as
the "Contract Lender") retains legal title to the property and enters into an   
agreement with the contract purchaser (hereinafter referred to as the "contract 
borrower") for the payment of the purchase price, plus interest, over the term  
of the Land Sale Contract. Only after full performance by the borrower of the   
contract is the contract lender obligated to convey title to the real estate to 
the purchaser. As with mortgage or deed of trust financing, during the effective
period of the Land Sale Contract, the contract borrower is responsible for      
maintaining the property in good condition and for paying real estate taxes,    
assessments and hazard insurance premiums associated with the property.         

The method of enforcing the rights of the contract lender under an    
installment contract varies on a state-by-state basis depending upon the extent 
to which state courts are willing, or able pursuant to state statute, to enforce
the contract strictly according to its terms. The terms of Land Sale Contracts  
generally provide that upon default by the contract borrower, the borrower loses
his or her right to occupy the property, the entire indebtedness is accelerated,
and the buyer's equitable interest in the property is forfeited. The contract   
lender in such a situation does not have to foreclose in order to obtain title  
to the property, although in some cases a quiet title action is in order if the 
contract borrower has filed the Land Sale Contract in local land records and an 
ejectment action may be necessary to recover possession. In a few states,       
particularly in cases of contract borrower default during the early years of a  
Land Sale Contract, the courts will permit ejectment of the buyer and a         
forfeiture of his or her interest in the property. However, most state          
legislatures have enacted provisions by analogy to mortgage law protecting      
borrowers under Land Sale Contracts from the harsh consequences of forfeiture.  
Under such statues, a judicial contract may be reinstated upon full payment of  
the default amount and the borrower may have a post-foreclosure statutory       
redemption right. In other states, courts in equity may permit a contract       
borrower with significant investment in the property under a Land Sale Contract 
for the sale of real estate to share the proceeds of sale of the property after 
the indebtedness is repaid or may otherwise refuse to enforce the forfeiture    
clause. Nevertheless, generally speaking, the contract lender's procedures for  
obtaining possession and clear title under a Land Sale Contract for the sale of 
real estate in a given state are simpler and less time consuming and costly than
are the procedures for foreclosing and obtaining clear title to a mortgaged     
property.                                                                       

Foreclosure                                                                     

General                                                               

   Foreclosure is a legal procedure that allows the mortgagee to recover its
mortgage debt by enforcing its rights and available legal remedies under the    
mortgage. If the mortgagor defaults in payment or performance of its obligations
under the note or mortgage, the mortgagee has the right to institute foreclosure
proceedings to sell the mortgaged property at public auction to satisfy the     
indebtedness.                                                                   

   Foreclosure procedures with respect to the enforcement of a mortgage vary
from state to state. Two primary methods of foreclosing a mortgage are judicial 
foreclosure and non-judicial foreclosure pursuant to a power of sale granted in 
the mortgage instrument. There are several other foreclosure procedures         
available in some states that are either infrequently used or available only in 
certain limited circumstances, such as strict foreclosure.                      

Judicial Foreclosure                                                  

A judicial foreclosure proceeding is conducted in a court having      
jurisdiction over the mortgaged property. Generally, the action is initiated by 
the service of legal pleadings upon all parties having an interest of record in 
the real property. Delays in completion of the foreclosure may occasionally     
result from difficulties in locating defendants. When the lender's right to     
foreclose is contested, the legal proceedings can be time-consuming. Upon       
successful completion of a judicial foreclosure proceeding, the court generally 
issues a judgment of foreclosure and appoints a referee or other officer to     
conduct a public sale of the mortgaged property, the proceeds of which are used 
to satisfy the judgment. Such sales are made in accordance with procedures that 
vary from state to state.                                                       

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Equitable Limitations on Enforceability of Certain Provisions         

United States courts have traditionally imposed general equitable     
principles to limit the remedies available to a mortgagee in connection with    
foreclosure. These equitable principles are generally designed to relieve the   
mortgagor from the legal effect of mortgage defaults, to the extent that such   
effect is perceived as harsh or unfair. Relying on such principles, a court may 
alter the specific terms of a loan to the extent it considers necessary to      
prevent or remedy an injustice, undue oppression or overreaching, or may require
the lender to undertake affirmative and expensive actions to determine the cause
of the mortgagor's default and the likelihood that the mortgagor will be able to
reinstate the loan. In some cases, courts have substituted their judgment for   
the lender's and have required that lenders reinstate loans or recast payment   
schedules in order to accommodate mortgagors who are suffering from a temporary 
financial disability. In other cases, courts have limited the right of the      
lender to foreclose if the default under the mortgage is not monetary, e.g., the
mortgagor failed to maintain the mortgaged property adequately or the mortgagor 
executed a junior mortgage on the mortgaged property. The exercise by the court 
of its equity powers will depend on the individual circumstances of each case   
presented to it. Finally, some courts have been faced with the issue of whether 
federal or state constitutional provisions reflecting due process concerns for  
adequate notice require that a mortgagor receive notice in addition to          
statutorily-prescribed minimum notice. For the most part, these cases have      
upheld the reasonableness of the notice provisions or have found that a public  
sale under a mortgage providing for a power of sale does not involve sufficient 
state action to afford constitutional protections to the mortgagor.             

Non-Judicial Foreclosure/Power of Sale                                

    Foreclosure of a deed of trust is generally accomplished by a non-judicial
trustee's sale pursuant to the power of sale granted in the deed of trust. A    
power of sale is typically granted in a deed of trust. It may also be contained 
in any other type of mortgage instrument. A power of sale allows a non-judicial 
public sale to be conducted generally following a request from the              
beneficiary/lender to the trustee to sell the property upon any default by the  
mortgagor under the terms of the mortgage note or the mortgage instrument and   
after notice of sale is given in accordance with the terms of the mortgage      
instrument, as well as applicable state law. In some states, prior to such sale,
the trustee under a deed of trust must record a notice of default and notice of 
sale and send a copy to the mortgagor and to any other party who has recorded a 
request for a copy of a notice of default and notice of sale. In addition, in   
some states the trustee must provide notice to any other party having an        
interest of record in the real property, including junior lienholders. A notice 
of sale must be posted in a public place and, in most states, published for a   
specified period of time in one or more newspapers. The mortgagor or junior     
lienholder may then have the right, during a reinstatement period required in   
some states, to cure the default by paying the entire actual amount in arrears  
(without acceleration) plus the expenses incurred in enforcing the obligation.  
In other states, the mortgagor or the junior lienholder is not provided a period
to reinstate the loan, but has only the right to pay off the entire debt to     
prevent the foreclosure sale. Generally, the procedure for public sale, the     
parties entitled to notice, the method of giving notice and the applicable time 
periods are governed by state law and vary among the states. Foreclosure of a   
deed to secure debt is also generally accomplished by a non-judicial sale       
similar to that required by a deed of trust, except that the lender or its      
agent, rather than a trustee, is typically empowered to perform the sale in     
accordance with the terms of the deed to secure debt and applicable law.        

Public Sale                                                           

     A third party may be unwilling to purchase a mortgaged property at a public
sale because of the difficulty in determining the value of such property at the 
time of sale, due to, among other things, redemption rights which may exist and 
the possibility of physical deterioration of the property during the foreclosure
proceedings. For these reasons, it is common for the lender to purchase the     
mortgaged property for an amount equal to or less than the underlying debt and  
accrued and unpaid interest plus the expenses of foreclosure. Generally, state  
law controls the amount of foreclosure costs and expenses which may be recovered
by a lender. Thereafter, subject to the mortgagor's right in some states to     
remain in possession during a redemption period, if applicable, the lender will 
become the owner of the property and have both the benefits and burdens of      
ownership of the mortgaged property. For example, the lender will become        
obligated to pay taxes, obtain casualty insurance and to make such repairs at   
its own expense as are necessary to render the property suitable for sale. The  
lender will commonly obtain the services of a real estate broker and pay the    
broker's commission in connection with the sale of the property. Depending upon 
market conditions, the ultimate proceeds of the sale of the property may not    
equal the lender's investment in the property. Moreover, a lender commonly      
incurs substantial legal fees and court costs in acquiring a mortgaged property 
through contested foreclosure and/or bankruptcy proceedings. Generally, state   
law controls the amount of foreclosure expenses and costs, including attorneys' 
fees, that may be recovered by a lender.                                        

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  A junior mortgagee may not foreclose on the property securing the junior
mortgage unless it forecloses subject to senior mortgages and any other prior   
liens, in which case it may be obliged to make payments on the senior mortgages 
to avoid their foreclosure. In addition, in the event that the foreclosure of a 
junior mortgage triggers the enforcement of a "due-on-sale" clause contained in 
a senior mortgage, the junior mortgagee may be required to pay the full amount  
of the senior mortgage to avoid its foreclosure. Accordingly, with respect to   
those Mortgage Loans, if any, that are junior mortgage loans, if the lender     
purchases the property the lender's title will be subject to all senior         
mortgages, prior liens and certain governmental liens.                          

   The proceeds received by the referee or trustee from the sale are applied
first to the costs, fees and expenses of sale and then in satisfaction of the   
indebtedness secured by the mortgage under which the sale was conducted. Any    
proceeds remaining after satisfaction of senior mortgage debt are generally     
payable to the holders of junior mortgages and other liens and claims in order  
of their priority, whether or not the mortgagor is in default. Any additional   
proceeds are generally payable to the mortgagor. The payment of the proceeds to 
the holders of junior mortgages may occur in the foreclosure action of the      
senior mortgage or a subsequent ancillary proceeding or may require the         
institution of separate legal proceedings by such holders.                      

Rights of Redemption                                                  

     The purposes of a foreclosure action are to enable the mortgagee to realize
upon its security and to bar the mortgagor, and all persons who have an interest
in the property which is subordinate to the mortgage being foreclosed, from     
exercise of their "equity of redemption." The doctrine of equity of redemption  
provides that, until the property covered by a mortgage has been sold in        
accordance with a properly conducted foreclosure and foreclosure sale, those    
having an interest which is subordinate to that of the foreclosing mortgagee    
have an equity of redemption and may redeem the property by paying the entire   
debt with interest. In addition, in some states, when a foreclosure action has  
been commenced, the redeeming party must pay certain costs of such action. Those
having an equity of redemption must generally be made parties and joined in the 
foreclosure proceeding in order for their equity of redemption to be cut off and
terminated.                                                                     

     The equity of redemption is a common-law (non-statutory) right which exists
prior to completion of the foreclosure, is not waivable by the mortgagor, must  
be exercised prior to foreclosure sale and should be distinguished from the     
post-sale statutory rights of redemption. In some states, after sale pursuant to
a deed of trust or foreclosure of a mortgage, the mortgagor and foreclosed      
junior lienors are given a statutory period in which to redeem the property from
the foreclosure sale. In some states, statutory redemption may occur only upon  
payment of the foreclosure sale price. In other states, redemption may be       
authorized if the former mortgagor pays only a portion of the sums due. The     
effect of a statutory right of redemption is to diminish the ability of the     
lender to sell the foreclosed property. The exercise of a right of redemption   
would defeat the title of any purchaser from a foreclosure sale or sale under a 
deed of trust. Consequently, the practical effect of the redemption right is to 
force the lender to maintain the property and pay the expenses of ownership     
until the redemption period has expired. In some states, a post-sale statutory  
right of redemption may exist following a judicial foreclosure, but not         
following a trustee's sale under a deed of trust.                               

Under the REMIC Provisions currently in effect, property acquired by  
foreclosure generally must not be held for more than three calendar years       
following the year the Trust Fund acquired the property. With respect to a      
Series of Securities for which an election is made to qualify the Trust Fund or 
a part thereof as a REMIC, the applicable Agreement will permit foreclosed      
property to be held for more than such period of time if the IRS grants an      
extension of time within which to sell such property or independent counsel     
renders an opinion to the effect that holding such property for such additional 
period is permissible under the REMIC Provisions. The applicability of these    
limitations if a FASIT election is made with respect to all or a part of the    
Trust Fund will be described in the applicable prospectus supplement.           

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Cooperative Loans                                                     

   The Cooperative shares owned by the tenant-stockholder and pledged to the
lender are, in almost all cases, subject to restrictions on transfer as set     
forth in the Cooperative's certificate of incorporation and by-laws, as well as 
the proprietary lease or occupancy agreement, and may be canceled by the        
Cooperative for failure by the tenant-stockholder to pay rent or other          
obligations or charges owed by such tenant-stockholder, including mechanics'    
liens against the cooperative apartment building incurred by such               
tenant-stockholder. The proprietary lease or occupancy agreement generally      
permit the Cooperative to terminate such lease or agreement in the event an     
obligor fails to make payments or defaults in the performance of covenants      
required thereunder. Typically, the lender and the Cooperative enter into a     
recognition agreement which establishes the rights and obligations of both      
parties in the event of a default by the tenant-stockholder under the           
proprietary lease or occupancy agreement will usually constitute a default under
the security agreement between the lender and the tenant-stockholder.           

  The recognition agreement generally provides that, in the event that the
tenant-stockholder has defaulted under the proprietary lease or occupancy       
agreement, the Cooperative will take no action to terminate such lease or       
agreement until the lender has been provided with an opportunity to cure the    
default. The recognition agreement typically provides that if the proprietary   
lease or occupancy agreement is terminated, the Cooperative will recognize the  
lender's lien against proceeds from the sale of the Cooperative apartment,      
subject, however, to the Cooperative's right to sums due under such proprietary 
lease or occupancy agreement. The total amount owed to the Cooperative by the   
tenant-stockholder, which the lender generally cannot restrict and does not     
monitor, could reduce the value of the collateral below the outstanding         
principal balance of the Cooperative Loan and accrued and unpaid interest       
thereon.                                                                        

     Recognition agreements also provide that in the event of a foreclosure on a
Cooperative Loan, the lender must obtain the approval or consent of the         
Cooperative as required by the proprietary lease before transferring the        
Cooperative shares or assigning the proprietary lease. Generally, the lender is 
not limited in any rights it may have to dispossess the tenant-stockholders.    

    In some states, foreclosure on the Cooperative shares is accomplished by a
sale in accordance with the provisions of Article 9 of the UCC and the security 
agreement relating to those shares. Article 9 of the UCC requires that a sale be
conducted in a "commercially reasonable" manner. Whether a foreclosure sale has 
been conducted in a "commercially reasonable" manner will depend on the facts in
each case. In determining commercial reasonableness, a court will look to the   
notice given the debtor and the method, manner, time, place and terms of the    
foreclosure. Generally, a sale conducted according to the usual practice of     
banks selling similar collateral will be considered reasonably conducted.       

     Article 9 of the UCC provides that the proceeds of the sale will be applied
first to pay the costs and expenses of the sale and then to satisfy the         
indebtedness secured by the lender's security interest. The recognition         
agreement, however, generally provides that the lender's right to reimbursement 
is subject to the right of the Cooperatives to receive sums due under the       
proprietary lease or occupancy agreement. If there are proceeds remaining, the  
lender must account to the tenant-stockholder for the surplus. Conversely, if a 
portion of the indebtedness remains unpaid, the tenant-stockholder is generally 
responsible for the deficiency.                                                 

    In the case of foreclosure on a building which was converted from a rental
building to a building owned by a Cooperative under a non-eviction plan, some   
states require that a purchaser at a foreclosure sale take the property subject 
to rent control and rent stabilization laws which apply to certain tenants who  
elected to remain in a building so converted.                                   

Junior Mortgages                                                                

   Some of the Mortgage Loans may be secured by junior mortgages or deeds of
trust, which are subordinate to first or other senior mortgages or deeds of     
trust held by other lenders. The rights of the Trust Fund as the holder of a    
junior deed of trust or a junior mortgage are subordinate in lien and in payment
to those of the holder of the senior mortgage or deed of trust, including the   
prior rights of the senior mortgagee or beneficiary to receive and apply hazard 
insurance and condemnation proceeds and, upon default of the mortgagor, to cause
a foreclosure on the property. Upon completion of the foreclosure proceedings by
the holder of the senior mortgage or the sale pursuant to the deed of trust, the
junior mortgagee's or junior beneficiary's lien will be extinguished unless the 
junior lienholder satisfies the defaulted senior loan or asserts its subordinate
interest in a property in foreclosure proceedings. See "--Foreclosure" herein.  

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    Furthermore, because the terms of the junior mortgage or deed of trust are
subordinate to the terms of the first mortgage or deed of trust, in the event of
a conflict between the terms of the first mortgage or deed of trust and the     
junior mortgage or deed of trust, the terms of the first mortgage or deed of    
trust will generally govern. Upon a failure of the mortgagor or trustor to      
perform any of its obligations, the senior mortgagee or beneficiary, subject to 
the terms of the senior mortgage or deed of trust, may have the right to perform
the obligation itself. Generally, all sums so expended by the mortgagee or      
beneficiary become part of the indebtedness secured by the mortgage or deed of  
trust. To the extent a first mortgagee expends such sums, such sums will        
generally have priority over all sums due under the junior mortgage.            

Rights of Redemption                                                            

     The purposes of a foreclosure action are to enable the mortgagee to realize
upon its security and to bar the mortgagor, and all persons who have an interest
in the property which is subordinate to the mortgage being foreclosed, from     
exercise of their "equity of redemption." The doctrine of equity of redemption  
provides that, until the property covered by a mortgage has been sold in        
accordance with a properly conducted foreclosure and foreclosure sale, those    
having an interest which is subordinate to that of the foreclosing mortgagee    
have an equity of redemption and may redeem the property by paying the entire   
debt with interest. In addition, in some states, when a foreclosure action has  
been commenced, the redeeming party must pay certain costs of such action. Those
having an equity of redemption must generally be made parties and joined in the 
foreclosure proceeding in order for their equity of redemption to be cut off and
terminated.                                                                     

     The equity of redemption is a common-law (non-statutory) right which exists
prior to completion of the foreclosure, is not waivable by the mortgagor, must  
be exercised prior to foreclosure sale and should be distinguished from the     
post-sale statutory rights of redemption. In some states, after sale pursuant to
a deed of trust or foreclosure of a mortgage, the mortgagor and foreclosed      
junior lienors are given a statutory period in which to redeem the property from
the foreclosure sale. In some states, statutory redemption may occur only upon  
payment of the foreclosure sale price. In other states, redemption may be       
authorized if the former mortgagor pays only a portion of the sums due. The     
effect of a statutory right of redemption is to diminish the ability of the     
lender to sell the foreclosed property. The exercise of a right of redemption   
would defeat the title of any purchaser from a foreclosure sale or sale under a 
deed of trust. Consequently, the practical effect of the redemption right is to 
force the lender to maintain the property and pay the expenses of ownership     
until the redemption period has expired. In some states, a post-sale statutory  
right of redemption may exist following a judicial foreclosure, but not         
following a trustee's sale under a deed of trust.                               

Anti-Deficiency Legislation, the Bankruptcy Code and Other Limitations on       
Lenders                                                                         

     Certain states have imposed statutory prohibitions which limit the remedies
of a beneficiary under a deed of trust or a mortgagee under a mortgage. In some 
states, statutes limit the right of the beneficiary or mortgagee to obtain a    
deficiency judgment against the borrower following foreclosure or sale under a  
deed of trust. A deficiency judgment would be a personal judgment against the   
former borrower equal in most cases to the difference between the net amount    
realized upon the public sale of the real property and the amount due to the    
lender. Other statutes require the beneficiary or mortgagee to exhaust the      
security afforded under a deed of trust or mortgage by foreclosure in an attempt
to satisfy the full debt before bringing a personal action against the borrower.
Finally, other statutory provisions limit any deficiency judgment against the   
former borrower following a judicial sale to the excess of the outstanding debt 
over the fair market value of the property at the time of the public sale. The  
purpose of these statutes is generally to prevent a beneficiary or a mortgagee  
from obtaining a large deficiency judgment against the former borrower as a     
result of low or no bids at the judicial sale.                                  

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In addition to anti-deficiency and related legislation, numerous other
federal and state statutory provisions, including the United States Bankruptcy  
Code, 11 U.S.C. Sections 101 et seq. (the "Bankruptcy Code"), and state laws    
affording relief to debtors may interfere with or affect the ability of a       
secured mortgage lender to obtain payment of a mortgage loan, to realize upon   
collateral and/or enforce a deficiency judgment. For example, under the         
Bankruptcy Code, virtually all actions (including foreclosure actions and       
deficiency judgment proceedings) are automatically stayed upon the filing of a  
bankruptcy petition, and, usually, no interest or principal payments are made   
during the course of the bankruptcy case. Foreclosure of an interest in real    
property of a debtor in a case under the Bankruptcy Code can typically occur    
only if the bankruptcy court vacates the stay; an action the court may be       
reluctant to take, particularly if the debtor has the prospect of restructuring 
his or her debts and the mortgage collateral is not deteriorating in value. The 
delay and the consequences thereof caused by such automatic stay can be         
significant. Also, under the Bankruptcy Code, the filing of a petition in       
bankruptcy by or on behalf of a junior lienor (a subordinate lender secured by a
mortgage on the property) may stay a senior lender from taking action to        
foreclose.                                                                      

A homeowner may file for relief under the Bankruptcy Code under any of
three different chapters of the Bankruptcy Code. Under Chapter 7, the assets of 
the debtor are liquidated and a lender secured by a lien may "bid in" (i.e., bid
up to the amount of the debt) at the sale of the asset. See "--Foreclosure." A  
homeowner may also file for relief under Chapter 11 of the bankruptcy code and  
reorganize his or her debts through his or her reorganization plan.             
Alternatively, a homeowner may file for relief under Chapter 13 of the          
Bankruptcy Code and address his or her debts in a rehabilitation plan. (Chapter 
13 is often referred to as the "wage earner chapter" or "consumer chapter"      
because most individuals seeking to restructure their debts file for relief     
under Chapter 13 rather than under Chapter 11.)                                 

 The Bankruptcy Code permits a mortgage loan that is secured by property
that does not consist solely of the debtor's principal residence to be modified 
without the consent of the lender provided certain substantive and procedural   
safeguards are met. Under the Bankruptcy Code, the lender's security interest   
may be reduced to the then-current value of the property as determined by the   
court if the value is less than the amount due on the loan, thereby leaving the 
lender as a general unsecured creditor for the difference between the value of  
the collateral and the outstanding balance of the mortgage loan. A borrower's   
unsecured indebtedness will typically be discharged in full upon payment of a   
substantially reduced amount. Other modifications to a mortgage loan may include
a reduction in the amount of each scheduled payment, which reduction may result 
from a reduction in the rate of interest, an alteration of the repayment        
schedule, an extension of the final maturity date, and/or a reduction in the    
outstanding balance of the secured portion of the loan. In certain              
circumstances, subject to the court's approval, a debtor in a case under Chapter
11 of the Bankruptcy Code may have the power to grant liens senior to the lien  
of a mortgage.                                                                  

A reorganization plan under Chapter 11 and a rehabilitation plan under
Chapter 13 of the Bankruptcy Code may each allow a debtor to cure a default with
respect to a mortgage loan on such debtor's residence by paying arrearages over 
a period of time and to deaccelerate and reinstate the original mortgage loan   
payment schedule, even though the lender accelerated the loan and a final       
judgment of foreclosure had been entered in state court (provided no sale of the
property had yet occurred) prior to the filing of the debtor's petition under   
the Bankruptcy Code. Under a Chapter 13 plan, curing of defaults must be        
accomplished within the five year maximum term permitted for repayment plans,   
such term commencing when the repayment plan becomes effective, while defaults  
may be cured over a longer period of time under a Chapter 11 plan of            
reorganization.                                                                 

   Generally, a repayment plan in a case under Chapter 13 may not modify the
claim of a mortgage lender if the borrower elects to retain the property, the   
property is the borrower's principal residence and the property is the lender's 
only collateral. Certain courts have allowed modifications when the mortgage    
loan is secured both by the debtor's principal residence and by collateral that 
is not "inextricably bound" to the real property, such as appliances, machinery,
or furniture. Certain courts have also allowed modifications when the Mortgage  
Loan is fully unsecured at the time of bankruptcy.                              

     The general protection for mortgages secured only by the debtor's principal
residence is not applicable in a case under Chapter 13 if the last payment on   
the original payment schedule is due before the final date for payment under the
debtor's Chapter 13 plan (which date could be up to five years after the debtor 
emerges from bankruptcy). Under several recently decided cases, the terms of    
such a loan can be modified in the manner described above. While these decisions
are contrary to the holding in a prior case by a senior appellate court, it is  
possible that the later decisions will become the accepted interpretation in    
view of the language of the applicable statutory provision. If this             
interpretation is adopted by a court considering the treatment in a Chapter 13  
repayment plan of a Mortgage Loan, it is possible that the Mortgage Loan could  
be modified.                                                                    

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State statutes and general principles of equity may also provide a    
mortgagor with means to halt a foreclosure proceeding or sale and to force a    
restructuring of a mortgage loan on terms a lender would not otherwise accept.  

   In a bankruptcy or similar proceeding of a mortgagor, action may be taken
seeking the recovery, as a preferential transfer or on other grounds, of any    
payments made by the mortgagor under the related mortgage loan prior to the     
bankruptcy or similar proceeding. Payments on long-term debt may be protected   
from recovery as preferences if they are payments in the ordinary course of     
business made on debts incurred in the ordinary course of business or if the    
value of the collateral exceeds the debt at the time of payment. Whether any    
particular payment would be protected depends upon the facts specific to a      
particular transaction.                                                         

A trustee in bankruptcy, in some cases, may be entitled to collect its
costs and expenses in preserving or selling the mortgaged property ahead of     
payment to the lender. Moreover, the laws of certain states also give priority  
to certain tax and mechanics liens over the lien of a mortgage. Under the       
Bankruptcy Code, if the court finds that actions of the mortgagee have been     
unreasonable and inequitable, the lien of the related mortgage may be           
subordinated to the claims of unsecured creditors.                              

  Bankruptcy reform legislation being considered by the Senate would amend
the Bankruptcy Code (such amendment, the "TILA Amendment") to authorize         
bankruptcy court judges to disallow claims based on secured debt if the creditor
failed to comply with certain provisions of the federal Truth in Lending Act. As
most recently proposed, such provision would apply retroactively to secured debt
incurred by a debtor prior to the date of effectiveness of such legislation,    
including the Mortgage Loans. The House bill does not include a comparable      
provision as of the date hereof. If the TILA Amendment were to become law, a    
violation of the Truth in Lending act with respect to a Mortgage Loan could     
result in a total loss with respect to such loan in a bankruptcy proceeding. Any
such violation would be a breach of representation and warranty of the          
Depositor, and the Depositor would be obligated to repurchase such Mortgage Loan
as described herein.                                                            

     Various proposals to amend the Bankruptcy Code in ways that could adversely
affect the value of the Mortgage Loans in a trust have been considered by       
Congress, and more such proposed legislation may be considered in the future. No
assurance can be given that any particular proposal will or will not be enacted 
into law, or that any provision so enacted will not differ materially from the  
proposals described above.                                                      

     The Bankruptcy Code provides priority to certain tax liens over the lien of
the mortgage. In addition, substantive requirements are imposed upon mortgage   
lenders in connection with the origination and the servicing of mortgage loans  
by numerous federal and some state consumer protection laws. These laws include 
the federal Truth-in-Lending Act, Real Estate Settlement Procedures Act, Equal  
Credit Opportunity Act, Fair Credit Billing Act, Fair Credit Reporting Act, and 
related statutes. These federal laws impose specific statutory liabilities upon 
lenders who originate mortgage loans and who fail to comply with the provisions 
of the applicable laws. In some cases, this liability may affect assignees of   
the Mortgage Loans.                                                             

Enforceability of Certain Provisions                                            

Standard forms of note, mortgage and deed of trust generally contain  
provisions obligating the borrower to pay a late charge if payments are not     
timely made and in some circumstances may provide for prepayment fees or        
penalties if the obligation is paid prior to maturity. In certain states, there 
are or may be specific limitations upon late charges which a lender may collect 
from a borrower for delinquent payments. Certain states also limit the amounts  
that a lender may collect from a borrower as an additional charge if the loan is
prepaid.                                                                        

  Courts have imposed general equitable principles upon foreclosure. These
equitable principles are generally designed to relieve the borrower from the    
legal effect of defaults under the loan documents. Examples of judicial remedies
that may be fashioned include judicial requirements that the lender undertake   
affirmative and expensive actions to determine the causes for the borrower's    
default and the likelihood that the borrower will be able to reinstate the loan.
In some cases, courts have substituted their judgment for the lender's judgment 
and have required lenders to reinstate loans or recast payment schedules to     
accommodate borrowers who are suffering from temporary financial disability. In 
some cases, courts have limited the right of lenders to foreclose if the default
under the mortgage instrument is not monetary, such as the borrower failing to  
adequately maintain the property or the borrower executing a second mortgage or 
deed of trust affecting the property. In other cases, some courts have been     
faced with the issue of whether federal or state constitutional provisions      
reflecting due process concerns for adequate notice require that borrowers under
the deeds of trust receive notices in addition to the statutorily-prescribed    
minimum requirements. For the most part, these cases have upheld the notice     
provisions as being reasonable or have found that the sale by a trustee under a 
deed of trust or under a mortgage having a power of sale does not involve       
sufficient state action to afford constitutional protections to the borrower.   

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Environmental Considerations                                                    

 A lender may be subject to unforeseen environmental risks when taking a
security interest in real or personal property. Property subject to such a      
security interest may be subject to federal, state, and local laws and          
regulations relating to environmental protection. Such laws may regulate, among 
other things: emissions of air pollutants; discharges of wastewater or storm    
water; generation, transport, storage or disposal of hazardous waste or         
hazardous substances; operation, closure and removal of underground storage     
tanks; removal and disposal of asbestos-containing materials; management of     
electrical or other equipment containing polychlorinated biphenyls ("PCBs").    
Failure to comply with such laws and regulations may result in significant      
penalties, including civil and criminal fines. Under the laws of certain states,
environmental contamination on a property may give rise to a lien on the        
property to ensure the availability and/or reimbursement of cleanup costs.      
Generally all subsequent liens on such property are subordinated to such a lien 
and, in some states, even prior recorded liens are subordinated to such liens   
("Superliens"). In the latter states, the security interest of the Trustee in a 
property that is subject to such Superlien could be adversely affected.         

  Under the federal Comprehensive Environmental Response, Compensation and
Liability Act, as amended ("CERCLA"), and under state law in certain states, a  
secured party which takes a deed in lieu of foreclosure, purchases a mortgaged  
property at a foreclosure sale, operates a mortgaged property or undertakes     
certain types of activities that may constitute management of the mortgaged     
property may become liable in certain circumstances for the costs of remedial   
action ("Cleanup Costs") if hazardous wastes or hazardous substances have been  
released or disposed of on the property. Such Cleanup Costs may be substantial. 
CERCLA imposes strict, as well as joint and several liability for environmental 
remediation and/or damage costs on several classes of "potentially responsible  
parties," including current "owners and/or operators" of property, irrespective 
of whether those owners or operators caused or contributed to the contamination 
on the property. In addition, owners and operators of properties that generate  
hazardous substances that are disposed of at other "off-site" locations may be  
held strictly, jointly and severally liable for environmental remediation and/or
damages at those off-site locations. Many states also have laws that are similar
to CERCLA. Liability under CERCLA or under similar state law could exceed the   
value of the property itself as well as the aggregate assets of the property    
owner.                                                                          

The law is unclear as to whether and under what precise circumstances 
cleanup costs, or the obligation to take remedial actions, could be imposed on a
secured lender such as the Trust Fund. Under the laws of some states and under  
CERCLA, a lender may be liable as an "owner or operator" for costs of addressing
releases or threatened releases of hazardous substances on a mortgaged property 
if such lender or its agents or employees have "participated in the management" 
of the operations of the borrower, even though the environmental damage or      
threat was caused by a prior owner or current owner or operator or other third  
party. Excluded from CERCLA's definition of "owner or operator" is a person "who
without participating in the management of . . . [the] facility, holds indicia  
of ownership primarily to protect his security interest" (the "secured-creditor 
exemption"). This exemption for holders of a security interest such as a secured
lender applies only to the extent that a lender seeks to protect its security   
interest in the contaminated facility or property. Thus, if a lender's          
activities begin to encroach on the actual management of such facility or       
property, the lender faces potential liability as an "owner or operator" under  
CERCLA. Similarly, when a lender forecloses and takes title to a contaminated   
facility or property, the lender may incur potential CERCLA liability in various
circumstances, including among others, when it holds the facility or property as
an investment (including leasing the facility or property to a third party),    
fails to market the property in a timely fashion or fails to properly address   
environmental conditions at the property or facility.                           

     The Resource Conservation and Recovery Act, as amended ("RCRA"), contains a
similar secured-creditor exemption for those lenders who hold a security        
interest in a petroleum underground storage tank ("UST") or in real estate      
containing a UST, or that acquire title to a petroleum UST or facility or       
property on which such a UST is located. As under CERCLA, a lender may lose its 
secured-creditor exemption and be held liable under RCRA as a UST owner or      
operator if such lender or its employees or agents participate in the management
of the UST. In addition, if the lender takes title to or possession of the UST  
or the real estate containing the UST, under certain circumstances the          
secured-creditor exemption may be deemed to be unavailable.                     

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A decision in May 1990 of the United States Court of Appeals for the  
Eleventh Circuit in United States v. Fleet Factors Corp. very narrowly construed
CERCLA's secured-creditor exemption. The court's opinion suggested that a lender
need not have involved itself in the day-to-day operations of the facility or   
participated in decisions relating to hazardous waste to be liable under CERCLA;
rather, liability could attach to a lender if its involvement with the          
management of the facility were broad enough to support the inference that the  
lender had the capacity to influence the borrower's treatment of hazardous      
waste. The court added that a lender's capacity to influence such decisions     
could be inferred from the extent of its involvement in the facility's financial
management. A subsequent decision by the United States Court of Appeals for the 
Ninth Circuit in In re Bergsoe Metal Corp., apparently disagreeing with, but not
expressly contradicting, the Fleet Factors court, held that a secured lender had
no liability absent "some actual management of the facility" on the part of the 
lender.                                                                         

Court decisions have taken varying views of the scope of the          
secured-creditor exemption, leading to administrative and legislative efforts to
provide guidance to lenders on the scope of activities that would trigger CERCLA
and/or RCRA liability. Until recently, these efforts have failed to provide     
substantial guidance.                                                           

On September 28, 1996, Congress enacted, and on September 30, 1996 the
President signed into law the Asset Conservation Lender Liability and Deposit   
Insurance Protection Act of 1996 (the "Asset Conservation Act"). The Asset      
Conservation Act was intended to clarify the scope of the secured creditor      
exemption. This legislation more clearly defines the kinds of activities that   
would constitute "participation in management" and that therefore would trigger 
liability for secured parties under CERCLA. It also identified certain          
activities that ordinarily would not trigger liability, provided, however, that 
such activities did not otherwise rise to the level of "participation in        
management." The Asset Conservation Act specifically reverses the Fleet Factors 
"capacity to influence" standard. The Asset Conservation Act also provides      
additional protection against liability in the event of foreclosure. However,   
since the courts have not yet had the opportunity to interpret the new statutory
provisions, the scope of the additional protections offered by the Asset        
Conservation Act is not fully defined. It also is important to note that the    
Asset Conservation Act does not offer complete protection to lenders and that   
the risk of liability remains.                                                  

If a secured lender does become liable, it may be entitled to bring an
action for contribution against the owner or operator who created the           
environmental contamination or against some other liable party, but that person 
or entity may be bankrupt or otherwise judgment-proof. It is therefore possible 
that cleanup or other environmental liability costs could become a liability of 
the Trust Fund and occasion a loss to the Trust Fund and to Securityholders in  
certain circumstances. The new secured creditor amendments to CERCLA, also,     
would not necessarily affect the potential for liability in actions by either a 
state or a private party under other federal or state laws which may impose     
liability on "owners or operators" but do not incorporate the secured-creditor  
exemption.                                                                      

Traditionally, residential mortgage lenders have not taken steps to   
evaluate whether hazardous wastes or hazardous substances are present with      
respect to any mortgaged property prior to the origination of the mortgage loan 
or prior to foreclosure or accepting a deed-in-lieu of foreclosure. Neither the 
Depositor nor any Servicer makes any representations or warranties or assumes   
any liability with respect to: environmental conditions of such Mortgaged       
Property; the absence, presence or effect of hazardous wastes or hazardous      
substances on, near or emanating from such Mortgaged Property; the impact on    
Securityholders of any environmental condition or presence of any substance on  
or near such Mortgaged Property; or the compliance of any Mortgaged Property    
with any environmental laws. In addition, no agent, person or entity otherwise  
affiliated with the Depositor is authorized or able to make any such            
representation, warranty or assumption of liability relative to any such        
Mortgaged Property.                                                             

Due-on-Sale Clauses                                                             

    Unless the related prospectus supplement indicates otherwise, the Mortgage
Loans will contain due-on-sale clauses. These clauses generally provide that the
lender may accelerate the maturity of the loan if the mortgagor sells, transfers
or conveys the related Mortgaged Property. The enforceability of due-on-sale    
clauses has been the subject of legislation or litigation in many states and, in
some cases, the enforceability of these clauses was limited or denied. However, 
with respect to certain loans the Garn-St. Germain Depository Institutions Act  
of 1982 preempts state constitutional, statutory and case law that prohibits the
enforcement of due-on-sale clauses and permits lenders to enforce these clauses 
in accordance with their terms, subject to certain limited exceptions.          
Due-on-sale clauses contained in mortgage loans originated by federal savings   
and loan associations of federal savings banks are fully enforceable pursuant to
regulations of the United States Federal Home Loan Bank Board, as succeeded by  
the Office of Thrift Supervision, which preempt state law restrictions on the   
enforcement of such clauses. Similarly, "due-on-sale" clauses in mortgage loans 
made by national banks and federal credit unions are now fully enforceable      
pursuant to preemptive regulations of the Comptroller of the Currency and the   
National Credit Union Administration, respectively.                             

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     The Garn-St. Germain Act also sets forth nine specific instances in which a
mortgage lender covered by the act (including federal savings and loan          
associations and federal savings banks) may not exercise a "due-on-sale" clause,
notwithstanding the fact that a transfer of the property may have occurred.     
These include intra-family transfers, certain transfers by operation of law,    
leases of fewer than three years and the creation of a junior encumbrance.      
Regulations promulgated under the Garn-St. Germain Act also prohibit the        
imposition of a prepayment penalty upon the acceleration of a loan pursuant to a
due-on-sale clause. The inability to enforce a "due-on-sale" clause may result  
in a mortgage that bears an interest rate below the current market rate being   
assumed by a new home buyer rather than being paid off, which may affect the    
average life of the Mortgage Loans and the number of Mortgage Loans which may   
extend to maturity.                                                             

Prepayment Charges                                                              

 Under certain state laws, prepayment charges may not be imposed after a
certain period of time following the origination of mortgage loans secured by   
liens encumbering owner-occupied residential properties, if such loans are paid 
prior to maturity. With respect to Mortgaged Properties that are owner-occupied,
it is anticipated that prepayment charges may not be imposed with respect to    
many of the Mortgage Loans. The absence of such a restraint on prepayment,      
particularly with respect to fixed rate Mortgage Loans having higher Mortgage   
Rates, may increase the likelihood of refinancing or other early retirement of  
such loans.                                                                     

Subordinate Financing                                                           

Where a mortgagor encumbers mortgaged property with one or more junior
liens, the senior lender is subjected to additional risk. First, the mortgagor  
may have difficulty servicing and repaying multiple loans. In addition, if the  
junior loan permits recourse to the mortgagor (as junior loans often do) and the
senior loan does not, a mortgagor may be more likely to repay sums due on the   
junior loan than those on the senior loan. Second, acts of the senior lender    
that prejudice the junior lender or impair the junior lender's security may     
create a superior equity in favor of the junior lender. For example, if the     
mortgagor and the senior lender agree to an increase in the principal amount of 
or the interest rate payable on the senior loan, the senior lender may lose its 
priority to the extent any existing junior lender is harmed or the mortgagor is 
additionally burdened. Third, if the mortgagor defaults on the senior loan      
and/or any junior loan or loans, the existence of junior loans and actions taken
by junior lenders can impair the security available to the senior lender and can
interfere with or delay the taking of action by the senior lender. Moreover, the
bankruptcy of a junior lender may operate to stay foreclosure or similar        
proceedings by the senior lender.                                               

Applicability of Usury Laws                                                     

  Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980, enacted in March 1980 ("Title V"), provides that state usury       
limitations shall not apply to certain types of residential first mortgage loans
originated by certain lenders after March 31, 1980. A similar federal statute   
was in effect with respect to mortgage loans made during the first three months 
of 1980. The Office of Thrift Supervision is authorized to issue rules and      
regulations and to publish interpretations governing implementation of Title V. 
The statute authorized any state to reimpose interest rate limits by adopting,  
before April 1, 1983, a law or constitutional provision that expressly rejects  
application of the federal law. In addition, even where Title V is not so       
rejected, any state is authorized by the law to adopt a provision limiting      
discount points or other charges on mortgage loans covered by Title V. Certain  
states have taken action to reimpose interest rate limits and/or to limit       
discount points or other charges.                                               

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  The Depositor believes that a court interpreting Title V would hold that
residential first mortgage loans that are originated on or after January 1, 1980
are subject to federal preemption. Therefore, in a state that has not taken the 
requisite action to reject application of Title V or to adopt a provision       
limiting discount points or other charges prior to origination of such mortgage 
loans, any such limitation under such state's usury law would not apply to such 
mortgage loans.                                                                 

     In any state in which application of Title V has been expressly rejected or
a provision limiting discount points or other charges is adopted, no mortgage   
loan originated after the date of such state action will be eligible for        
inclusion in a Trust Fund unless (i) such mortgage loan provides for such       
interest rate, discount points and charges as are permitted in such state or    
(ii) such mortgage loan provides that the terms thereof shall be construed in   
accordance with the laws of another state under which such interest rate,       
discount points and charges would not be usurious and the mortgagor's counsel   
has rendered an opinion that such choice of law provision would be given effect.

  Statutes differ in their provisions as to the consequences of a usurious
loan. One group of statutes requires the lender to forfeit the interest due     
above the applicable limit or impose a specified penalty. Under this statutory  
scheme, the mortgagor may cancel the recorded mortgage or deed of trust upon    
paying its debt with lawful interest, and the lender may foreclose, but only for
the debt plus lawful interest. A second group of statutes is more severe. A     
violation of this type of usury law results in the invalidation of the          
transaction, thereby permitting the mortgagor to cancel the recorded mortgage or
deed of trust without any payment or prohibiting the lender from foreclosing.   

Alternative Mortgage Instruments                                                

    Alternative mortgage instruments, including adjustable rate mortgage loans
and early ownership mortgage loans, originated by non-federally chartered       
lenders have historically been subject to a variety of restrictions. Such       
restrictions differed from state to state, resulting in difficulties in         
determining whether a particular alternative mortgage instrument originated by a
state-chartered lender was in compliance with applicable law. These difficulties
were alleviated substantially as a result of the enactment of Title VIII of the 
Garn-St. Germain Act ("Title VIII"). Title VIII provides that, notwithstanding  
any state law to the contrary, state-chartered banks may originate alternative  
mortgage instruments in accordance with regulations promulgated by the          
Comptroller of the Currency with respect to origination of alternative mortgage 
instruments by national banks; state-chartered credit unions may originate      
alternative mortgage instruments in accordance with regulations promulgated by  
the National Credit Union Administration with respect to origination of         
alternative mortgage instruments by federal credit unions; and all other        
non-federally chartered housing creditors, including state-chartered savings and
loan associations, state-chartered savings banks and mutual savings banks and   
mortgage banking companies, may originate alternative mortgage instruments in   
accordance with the regulations promulgated by the Federal Home Loan Bank Board,
predecessor to the Office of Thrift Supervision, with respect to origination of 
alternative mortgage instruments by federal savings and loan associations. Title
VIII provides that any state may reject applicability of the provisions of Title
VIII by adopting, prior to October 15, 1985, a law or constitutional provision  
expressly rejecting the applicability of such provisions. Certain states have   
taken such action.                                                              

Homeowners Protection Act of 1998                                               

The Homeowners Protection Act of 1998 ("HOPA") provides for certain   
disclosure and termination requirements for primary mortgage insurance ("PMI"). 
The termination provisions of HOPA apply only to mortgage loans relating to     
single-family primary residences originated on or after July 29, 1999. Such     
termination provisions govern when a mortgagor may cancel the requirement to    
maintain PMI and when the requirement to maintain PMI is automatically          
terminated. In general, voluntary termination is permitted and automatic        
termination occurs when the principal balance of the mortgage loan is reduced to
80% or 78%, respectively, of the original property value. The disclosure        
requirements of HOPA vary depending on whether the mortgage loan was originated 
before or after July 29, 1999. Such disclosure requirements include notification
of the circumstances whereby a mortgagor may cancel PMI, the date when PMI      
automatically terminates and servicer contact information. In addition, HOPA    
provides that no later than 30 days after cancellation or termination of PMI,   
the servicer shall provide written notification that such PMI is terminated and 
no further payments are due or payable. Any servicer, mortgagee or mortgage     
insurer that violates provisions of HOPA is subject to possible liability which 
includes, but is not limited to, actual damages, statutory damages and          
reasonable attorney's fees.                                                     

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Texas Home Equity Loans                                                         

     Generally, any "cash-out" refinance or other non-purchase money transaction
(except for rate/term refinance loans and certain other narrow exceptions)      
secured by a Texas resident's principal residence is subject to the provisions  
set forth in Section 50(a)(6) of Article XVI of the Constitution of Texas (the  
"Texas Home Equity Laws"). The Texas Home Equity Laws provide for certain       
disclosure requirements, caps on allowable fees, required loan closing          
procedures and other restrictions. Failure, inadvertent or otherwise, to comply 
with any requirement may render the Mortgage Loan unenforceable and/or the lien 
on the Mortgaged Property invalid. Because mortgage loans which are subject to  
the Texas Home Equity Laws can be foreclosed only pursuant to court order,      
rather than non-judicial foreclosure as is available for other types of mortgage
loans in Texas, delays and increased losses may result in connection with       
foreclosures of such loans. If a court were to find that any requirement of the 
Texas Home Equity Laws was not complied with, the court could refuse to allow   
foreclosure to proceed, declare the lien on the Mortgaged Property to be        
invalid, and/or require the originating lender or the holder of the note to     
forfeit some or all principal and interest of the related Mortgage Loan. Title  
insurance generally available on such Mortgage Loans may exclude coverage for   
some of the risks described in this paragraph.                                  

Servicemenbers Civil Relief Act                                                 

Generally, under the terms of the Servicemembers Civil Relief Act (the
"Relief Act"), a mortgagor who enters military service after the origination of 
such mortgagor's Mortgage Loan, including a mortgagor who was in reserve status 
and is called to active duty after origination of the Mortgage Loan, may not be 
charged interest, including fees and charges, in excess of 6% per annum during  
the period of the mortgagor's active duty status. In addition to adjusting the  
interest, the lender must forgive any such interest in excess of 6%, unless a   
court or administrative agency orders otherwise upon application of the lender. 
Further, the Relief Act provides broad discretion for a court to modify a       
mortgage loan upon application by the mortgagor. The Relief Act applies to      
mortgagors who are members of the U.S. Armed Forces and officers of the U.S.    
Public Health Service or the National Oceanic and Atmospheric Administration    
assigned to duty with the military. The California Military and Veterans Code   
(the "California Military Code") provides protection equivalent to that provided
by the Relief Act to California national guard members called up to active      
service by the Governor, California national guard members called up to active  
service by the President and reservists called to active duty. In addition,     
other states have enacted comparable legislation which may interfere with or    
affect the ability of the Servicer to timely collect payments of principal and  
interest on, or to foreclose on, Mortgage Loans of mortgagors in such states who
are active or reserve members of the armed services. It is possible that the    
Relief Act, the California Military Code or similar state law could have an     
effect, for an indeterminate period of time, on the ability of the Servicer to  
collect full amounts of interest on certain of the Mortgage Loans in a Trust    
Fund. Any shortfall in interest collections resulting from the application of   
the Relief Act, the California Military Code or similar state law could result  
in losses to the holders of the Certificates of the related Series. Further,    
since the Relief Act, the California Military Code and similar state law impose 
limitations which would impair the ability of the Servicer to foreclose on an   
affected Mortgage Loan during the mortgagor's period of active duty status, in  
the event that such a Mortgage Loan goes into default, there may be delays and  
losses occasioned by the inability to realize upon the Mortgaged Property in a  
timely fashion.                                                                 

Forfeiture for Drug, RICO and Money Laundering Violations                       

Federal law provides that property purchased or improved with assets  
derived from criminal activity or otherwise tainted, or used in the commission  
of certain offenses, can be seized and ordered forfeited to the United States of
America. The offenses which can trigger such a seizure and forfeiture include,  
among others, violations of the Racketeer Influenced and Corrupt Organizations  
Act, the Bank Secrecy Act, the anti-money laundering laws and regulations,      
including the USA Patriot Act of 2001 and the regulations issued thereunder, as 
well as the narcotic drug laws. In many instances, the United States may seize  
the property even before a conviction occurs.                                   

    In the event of a forfeiture proceeding, a lender may be able to establish
its interest in the property by proving that (i) its mortgage was executed and  
recorded before the commission of the illegal conduct from which the assets used
to purchase or improve the property were derived or before any other crime upon 
which the forfeiture is based, or (ii) the lender, at the time of the execution 
of the mortgage, "did not know or was reasonably without cause to believe that  
the property was subject to forfeiture." However, there can be no assurance that
such a defense will be successful.                                              

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CERTAIN LEGAL ASPECTS OF THE CONTRACTS

   The following discussion contains summaries, which are general in nature,
of certain legal matters relating to the Contracts. Because such legal aspects  
are governed primarily by applicable state law (which laws may differ           
substantially), the summaries do not purport to be complete nor to reflect the  
laws of any particular state, nor to encompass the laws of all states in which  
the security for the Contracts is situated. The summaries are qualified in their
entirety by reference to the appropriate laws of the states in which Contracts  
may be originated.                                                              

General                                                                         

    As a result of the assignment of the Contracts to the Trustee, the Trustee
will succeed collectively to all of the rights (including the right to receive  
payment on the Contracts) of the obligee under the Contracts. Each Contract     
evidences both (a) the obligation of the obligor to repay the loan evidenced    
thereby, and (b) the grant of a security interest in the Manufactured Home to   
secure repayment of such loan. Certain aspects of both features of the Contracts
are described more fully below.                                                 

     The Contracts generally are "chattel paper" as defined in the UCC in effect
in the states in which the Manufactured Homes initially were registered.        
Pursuant to the UCC, the sale of chattel paper is treated in a manner similar to
perfection of a security interest in chattel paper. Under the applicable        
Agreement, the Servicer will transfer physical possession of the Contracts to   
the Trustee or its custodian or may retain possession of the Contracts as       
custodian for the Trustee. In addition, the Servicer will make an appropriate   
filing of a UCC-1 financing statement in the appropriate states to give notice  
of the Trustee's ownership of the Contracts. The Contracts will be stamped or   
marked otherwise to reflect their assignment from the Company to the Trustee    
only if provided in the related prospectus supplement. Therefore, if, through   
negligence, fraud or otherwise, a subsequent purchaser were able to take        
physical possession of the Contracts without notice of such assignment, the     
Trustee's interest in Contracts could be defeated.                              

Security Interests in the Manufactured Homes                                    

The Manufactured Homes securing the Contracts may be located in all 50
states. Security interests in manufactured homes may be perfected either by     
notation of the secured party's lien on the certificate of title or by delivery 
of the required documents and payment of a fee to the state motor vehicle       
authority, depending on state law. In some nontitle states, perfection pursuant 
to the provisions of the UCC is required. The Asset Seller may effect such      
notation or delivery of the required documents and fees, and obtain possession  
of the certificate of title, as appropriate under the laws of the state in which
any manufactured home securing a manufactured housing conditional sales contract
is registered. In the event the Asset Seller fails, due to clerical error, to   
effect such notation or delivery, or files the security interest under the wrong
law (for example, under a motor vehicle title statute rather than under the UCC,
in a few states), the Asset Seller may not have a first priority security       
interest in the Manufactured Home securing a Contract. As manufactured homes    
have become larger and often have been attached to their sites without any      
apparent intention to move them, courts in many states have held that           
manufactured homes, under certain circumstances, may become subject to real     
estate title and recording laws. As a result, a security interest in a          
manufactured home could be rendered subordinate to the interests of other       
parties claiming an interest in the home under applicable state real estate law.
In order to perfect a security interest in a manufactured home under real estate
laws, the holder of the security interest must file either a "fixture filing"   
under the provisions of the UCC or a real estate mortgage under the real estate 
laws of the state where the home is located. These filings must be made in the  
real estate records office of the county where the home is located.             
Substantially all of the Contracts contain provisions prohibiting the borrower  
from permanently attaching the Manufactured Home to its site. So long as the    
borrower does not violate this agreement, a security interest in the            
Manufactured Home will be governed by the certificate of title laws or the UCC, 
and the notation of the security interest on the certificate of title or the    
filing of a UCC financing statement will be effective to maintain the priority  
of the security interest in the Manufactured Home. If, however, a Manufactured  
Home is permanently attached to its site, other parties could obtain an interest
in the Manufactured Home which is prior to the security interest originally     
retained by the Asset Seller and transferred to the Depositor. With respect to a
Series of Securities and if so described in the related prospectus supplement,  
the Servicer may be required to perfect a security interest in the Manufactured 
Home under applicable real estate laws. The Warranting Party will represent that
as of the date of the sale to the Depositor it has obtained a perfected first   
priority security interest by proper notation or delivery of the required       
documents and fees with respect to substantially all of the Manufactured Homes  
securing the Contracts.                                                         

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   The Depositor will cause the security interests in the Manufactured Homes
to be assigned to the Trustee on behalf of the Securityholders. The Depositor or
the Trustee will amend the certificates of title (or file UCC-3 statements) to  
identify the Trustee as the new secured party, and will deliver the certificates
of title to the Trustee or note thereon the interest of the Trustee only if     
specified in the related prospectus supplement. Accordingly, the Asset Seller   
(or other originator of the Contracts) will continue to be named as the secured 
party on the certificates of title relating to the Manufactured Homes. In some  
states, such assignment is an effective conveyance of such security interest    
without amendment of any lien noted on the related certificate of title and the 
new secured party succeeds to Servicer's rights as the secured party. However,  
in some states, in the absence of an amendment to the certificate of title (or  
the filing of a UCC-3 statement), such assignment of the security interest in   
the Manufactured Home may not be held effective or such security interests may  
not be perfected and in the absence of such notation or delivery to the Trustee,
the assignment of the security interest in the Manufactured Home may not be     
effective against creditors of the Asset Seller (or such other originator of the
Contracts) or a trustee in bankruptcy of the Asset Seller (or such other        
originator).                                                                    

In the absence of fraud, forgery or permanent affixation of the       
Manufactured Home to its site by the Manufactured Home owner, or administrative 
error by state recording officials, the notation of the lien of the Asset Seller
(or other originator of the Contracts) on the certificate of title or delivery  
of the required documents and fees will be sufficient to protect the            
Securityholders against the rights of subsequent purchasers of a Manufactured   
Home or subsequent lenders who take a security interest in the Manufactured     
Home. If there are any Manufactured Homes as to which the security interest     
assigned to the Trustee is not perfected, such security interest would be       
subordinate to, among others, subsequent purchasers for value of Manufactured   
Homes and holders of perfected security interests. There also exists a risk in  
not identifying the Trustee as the new secured party on the certificate of title
that, through fraud or negligence, the security interest of the Trustee could be
released.                                                                       

In the event that the owner of a Manufactured Home moves it to a state
other than the state in which such Manufactured Home initially is registered,   
under the laws of most states the perfected security interest in the            
Manufactured Home would continue for four months after such relocation and      
thereafter only if and after the owner re-registers the Manufactured Home in    
such state. If the owner were to relocate a Manufactured Home to another state  
and not re-register the Manufactured Home in such state, and if steps are not   
taken to re-perfect the Trustee's security interest in such state, the security 
interest in the Manufactured Home would cease to be perfected. A majority of    
states generally require surrender of a certificate of title to re-register a   
Manufactured Home; accordingly, the Servicer must surrender possession if it    
holds the certificate of title to such Manufactured Home or, in the case of     
Manufactured Homes registered in states which provide for notation of lien, the 
Asset Seller (or other originator) would receive notice of surrender if the     
security interest in the Manufactured Home is noted on the certificate of title.
Accordingly, the Trustee would have the opportunity to re-perfect its security  
interest in the Manufactured Home in the state of relocation. In states which do
not require a certificate of title for registration of a manufactured home,     
re-registration could defeat perfection. In the ordinary course of servicing the
manufactured housing contracts, the Servicer takes steps to effect such         
re-perfection upon receipt of notice of re-registration or information from the 
obligor as to relocation. Similarly, when an obligor under a manufactured       
housing contract sells a manufactured home, the Servicer must surrender         
possession of the certificate of title or, if it is noted as lienholder on the  
certificate of title, will receive notice as a result of its lien noted thereon 
and accordingly will have an opportunity to require satisfaction of the related 
manufactured housing conditional sales contract before release of the lien.     
Under the applicable Agreement, the Servicer is obligated to take such steps, at
the Servicer's expense, as are necessary to maintain perfection of security     
interests in the Manufactured Homes.                                            

Under the laws of most states, liens for repairs performed on a       
Manufactured Home and liens for personal property taxes take priority even over 
a perfected security interest. The Warranting Party will represent in the       
applicable Agreement that it has no knowledge of any such liens with respect to 
any Manufactured Home securing payment on any Contract. However, such liens     
could arise at any time during the term of a Contract. No notice will be given  
to the Trustee or Securityholders in the event such a lien arises.              

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Enforcement of Security Interests in Manufactured Homes                         

The Servicer on behalf of the Trustee, to the extent required by the  
applicable Agreement, may take action to enforce the Trustee's security interest
with respect to Contracts in default by repossession and resale of the          
Manufactured Homes securing such defaulted Contracts. So long as the            
Manufactured Home has not become subject to the real estate law, a creditor can 
repossess a Manufactured Home securing a Contract by voluntary surrender, by    
"self-help" repossession that is "peaceful" (i.e., without breach of the peace) 
or, in the absence of voluntary surrender and the ability to repossess without  
breach of the peace, by judicial process. The holder of a Contract must give the
debtor a number of days' notice, which varies from 10 to 30 days depending on   
the state, prior to commencement of any repossession. The UCC and consumer      
protection laws in most states place restrictions on repossession sales,        
including requiring prior notice to the debtor and commercial reasonableness in 
effecting such a sale. The law in most states also requires that the debtor be  
given notice of any sale prior to resale of the unit so that the debtor may     
redeem at or before such resale. In the event of such repossession and resale of
a Manufactured Home, the Trustee would be entitled to be paid out of the sale   
proceeds before such proceeds could be applied to the payment of the claims of  
unsecured creditors or the holders of subsequently perfected security interests 
or, thereafter, to the debtor.                                                  

    Under the laws applicable in most states, a creditor is entitled to obtain
a deficiency judgment from a debtor for any deficiency on repossession and      
resale of the manufactured home securing such debtor's loan. However, some      
states impose prohibitions or limitations on deficiency judgments, and in many  
cases the defaulting borrower would have no assets with which to pay a judgment.

    Certain other statutory provisions, including federal and state bankruptcy
and insolvency laws and general equitable principles, may limit or delay the    
ability of a lender to repossess and resell collateral or enforce a deficiency  
judgment.                                                                       

Servicemembers Civil Relief Act                                                 

    The terms of the Relief Act apply to an obligor on a Contract as described
for a mortgagor on a Mortgage Loan under "Certain Legal Aspects of Mortgage     
Loans--Servicemembers Civil Relief Act."                                        

Consumer Protection Laws                                                        

   The so-called "Holder-in-Due-Course" rule of the Federal Trade Commission
is intended to defeat the ability of the transferor of a consumer credit        
contract which is the seller of goods which gave rise to the transaction (and   
certain related lenders and assignees) to transfer such contract free of notice 
of claims by the debtor thereunder. The effect of this rule is to subject the   
assignee of such a contract to all claims and defenses which the debtor could   
assert against the seller of goods. Liability under this rule is limited to     
amounts paid under a Contract; however, the obligor also may be able to assert  
the rule to set off remaining amounts due as a defense against a claim brought  
by the Trustee against such obligor. Numerous other federal and state consumer  
protection laws impose requirements applicable to the origination and lending   
pursuant to the Contracts, including the Truth in Lending Act, the Federal Trade
Commission Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the 
Equal Credit Opportunity Act, the Fair Debt Collection Practices Act and the    
Uniform Consumer Credit Code. In the case of some of these laws, the failure to 
comply with their provisions may affect the enforceability of the related       
Contract.                                                                       

Transfers of Manufactured Homes; Enforceability of Due-on-Sale Clauses          

 The Contracts, in general, prohibit the sale or transfer of the related
Manufactured Homes without the consent of the Servicer and permit the           
acceleration of the maturity of the Contracts by the Servicer upon any such sale
or transfer that is not consented to. Generally, it is expected that the        
Servicer will permit most transfers of Manufactured Homes and not accelerate the
maturity of the related Contracts. In certain cases, the transfer may be made by
a delinquent obligor in order to avoid a repossession proceeding with respect to
a Manufactured Home.                                                            

   In the case of a transfer of a Manufactured Home after which the Servicer
desires to accelerate the maturity of the related Contract, the Servicer's      
ability to do so will depend on the enforceability under state law of the       
"due-on-sale" clause. The Garn-St. Germain Depositary Institutions Act of 1982  
preempts, subject to certain exceptions and conditions, state laws prohibiting  
enforcement of "due-on-sale" clauses applicable to the Manufactured Homes.      
Consequently, in some states the Servicer may be prohibited from enforcing a    
"due-on-sale" clause in respect of certain Manufactured Homes.                  

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Applicability of Usury Laws                                                     

 Title V provides that, subject to the following conditions, state usury
limitations shall not apply to any loan which is secured by a first lien on     
certain kinds of manufactured housing. The Contracts would be covered if they   
satisfy certain conditions, among other things, governing the terms of any      
prepayments, late charges and deferral fees and requiring a 30-day notice period
prior to instituting any action leading to repossession of or foreclosure with  
respect to the related unit.                                                    

    Title V authorized any state to reimpose limitations on interest rates and
finance charges by adopting before April 1, 1983 a law or constitutional        
provision which expressly rejects application of the federal law. Fifteen states
adopted such a law prior to the April 1, 1983 deadline. In addition, even where 
Title V was not so rejected, any state is authorized by the law to adopt a      
provision limiting discount points or other charges on loans covered by Title V.
The related Asset Seller will represent that all of the Contracts comply with   
applicable usury law.                                                           

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 FEDERAL INCOME TAX CONSEQUENCES

General                                                                         

     The following discussion represents the opinion of Cadwalader, Wickersham &
Taft LLP or Hunton & Williams LLP, as to the anticipated material federal income
tax consequences of the purchase, ownership and disposition of the Securities   
offered hereunder. This discussion is directed solely to Securityholders that   
hold the Securities as capital assets within the meaning of Section 1221 of the 
Internal Revenue Code of 1986, as amended (the "Code") and does not purport to  
discuss all federal income tax consequences that may be applicable to particular
categories of investors, some of which (such as banks, insurance companies and  
foreign investors) may be subject to special rules. Further, the authorities on 
which this discussion, and the opinion referred to below, are based are subject 
to change or differing interpretations, which could apply retroactively. In     
addition to the federal income tax consequences described herein, potential     
investors should consider the state and local tax consequences, if any, of the  
purchase, ownership and disposition of the Securities. See "State and Other Tax 
Consequences." Securityholders are advised to consult their own tax advisors    
concerning the federal, state, local or other tax consequences to them of the   
purchase, ownership and disposition of the Securities offered hereunder.        

  The following discussion addresses securities of four general types: (i)
securities ("REMIC Securities") representing interests in a Trust Fund, or a    
portion thereof, that the Trustee will elect to have treated as a real estate   
mortgage investment conduit ("REMIC" ) under Sections 860A through 860G (the    
"REMIC Provisions") of the Code, (ii) securities ("Grantor Trust Securities")   
representing interests in a Trust Fund ("Grantor Trust Fund") as to which no    
such election will be made, (iii) securities ("Partnership Securities")         
representing interests in a Trust Fund ("Partnership Trust Fund") which is      
treated as a partnership for federal income tax purposes, and (iv) securities   
("Debt Securities") representing indebtedness of a Partnership Trust Fund for   
federal income tax purposes. The prospectus supplement for each Series of       
Securities will indicate which of the foregoing treatments will apply to such   
Series and, if a REMIC election (or elections) will be made for the related     
Trust Fund, will identify all "regular interests" and "residual interests" in   
the REMIC. For purposes of this tax discussion, (i) references to a             
"Securityholder" or a "holder" are to the beneficial owner of a Security, (ii)  
references to "REMIC Pool" are to an entity or portion thereof as to which a    
REMIC election will be made and (iii) unless indicated otherwise in the         
applicable prospectus supplement, references to "Mortgage Loans" include        
Contracts. Except as set forth in the applicable prospectus supplement, no REMIC
election will be made with respect to Unsecured Home Improvement Loans. The     
discussion below assumes that no election will be made to treat the Trust Fund, 
or any portion thereof, as a financial asset securitization investment trust (a 
"FASIT" ) under Sections 860H through 860L of the Code. If a FASIT election is  
made for a particular Series, the prospectus supplement for that Series will    
address the material federal income tax consequences of such election.          
Securities issued with respect to a Series for which a FASIT election has been  
made are referred to herein as "FASIT Securities."                              

     The following discussion is based in part upon the rules governing original
issue discount that are set forth in Sections 1271-1273 and 1275 of the Code and
in the Treasury regulations issued thereunder (the "OID Regulations"), and in   
part upon the REMIC Provisions and the Treasury regulations issued thereunder   
(the "REMIC Regulations"). The OID Regulations do not adequately address certain
issues relevant to, and in some instances provide that they are not applicable  
to, securities such as the Securities.                                          

Taxable Mortgage Pools                                                

   Corporate income tax can be imposed on the net income of certain entities
issuing non-REMIC debt obligations secured by real estate mortgages ("Taxable   
Mortgage Pools"). Any entity other than a REMIC or a FASIT will be considered a 
Taxable Mortgage Pool if (i) substantially all of the assets of the entity      
consist of debt obligations and more than 50% of such obligations consist of    
"real estate mortgages," (ii) such entity is the obligor under debt obligations 
with two or more maturities, and (iii) under the terms of the debt obligations  
on which the entity is the obligor, payments on such obligations bear a         
relationship to payments on the obligations held by the entity. Furthermore, a  
group of assets held by an entity can be treated as a separate Taxable Mortgage 
Pool if the assets are expected to produce significant cash flow that will      
support one or more of the entity's issues of debt obligations. The Depositor   
generally will structure offerings of non-REMIC Securities to avoid the         
application of the Taxable Mortgage Pool rules.                                 

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REMICS                                                                          

Classification of REMICs                                              

   With respect to each Series of REMIC Securities, assuming compliance with
all provisions of the related Pooling and Servicing Agreement, the related Trust
Fund (or each applicable portion thereof) will qualify as a REMIC and the REMIC 
Securities offered with respect thereto will be considered to evidence ownership
of "regular interests" ("Regular Securities") or "residual interests" ("Residual
Securities") in that REMIC within the meaning of the REMIC Provisions.          

  In order for the REMIC Pool to qualify as a REMIC, there must be ongoing
compliance on the part of the REMIC Pool with the requirements set forth in the 
Code. The REMIC Pool must fulfill an asset test, which requires that no more    
than a de minimis portion of the assets of the REMIC Pool, as of the close of   
the third calendar month beginning after the "Startup Day" (which for purposes  
of this discussion is the date of issuance of the REMIC Securities) and at all  
times thereafter, may consist of assets other than "qualified mortgages" and    
"permitted investments." The REMIC Regulations provide a safe harbor pursuant to
which the de minimis requirement will be met if at all times the aggregate      
adjusted basis of the nonqualified assets is less than 1% of the aggregate      
adjusted basis of all the REMIC Pool's assets. An entity that fails to meet the 
safe harbor may nevertheless demonstrate that it holds no more than a de minimis
amount of nonqualified assets. A REMIC Pool also must provide "reasonable       
arrangements" to prevent its residual interests from being held by "disqualified
organizations" or agents thereof and must furnish applicable tax information to 
transferors or agents that violate this requirement. The Pooling and Servicing  
Agreement with respect to each Series of REMIC Securities will contain          
provisions meeting these requirements. See "--Taxation of Owners of Residual    
Securities--Tax-Related Restrictions on Transfer of Residual                    
Securities--Disqualified Organizations."                                        

  A qualified mortgage is any obligation that is principally secured by an
interest in real property and that is either transferred to the REMIC Pool on   
the Startup Day or is purchased by the REMIC Pool within a three-month period   
thereafter pursuant to a fixed price contract in effect on the Startup Day.     
Qualified mortgages include whole mortgage loans, such as the Mortgage Loans,   
and, generally, certificates of beneficial interest in a grantor trust that     
holds mortgage loans and regular interests in another REMIC, such as lower-tier 
regular interests in Tiered REMICs. The REMIC Regulations specify that loans    
secured by timeshare interests, shares held by a tenant stockholder in a        
cooperative housing corporation, and manufactured housing that qualifies as a   
"single family residence" under Code Section 25(e)(10) can be qualified         
mortgages. A qualified mortgage includes a qualified replacement mortgage, which
is any property that would have been treated as a qualified mortgage if it were 
transferred to the REMIC Pool on the Startup Day and that is received either (i)
in exchange for any qualified mortgage within a three-month period thereafter or
(ii) in exchange for a "defective obligation" within a two-year period          
thereafter. A "defective obligation" includes (i) a mortgage in default or as to
which default is reasonably foreseeable, (ii) a mortgage as to which a customary
representation or warranty made at the time of transfer to the REMIC Pool has   
been breached, (iii) a mortgage that was fraudulently procured by the mortgagor,
and (iv) a mortgage that was not in fact principally secured by real property   
(but only if such mortgage is disposed of within 90 days of discovery). A       
Mortgage Loan that is "defective" as described in clause (iv) that is not sold  
or, if within two years of the Startup Day, exchanged, within 90 days of        
discovery, ceases to be a qualified mortgage after such 90-day period.          

Permitted investments include cash flow investments, qualified reserve
assets, and foreclosure property. A cash flow investment is an investment,      
earning a return in the nature of interest, of amounts received on or with      
respect to qualified mortgages for a temporary period, not exceeding 13 months, 
until the next scheduled distribution to holders of interests in the REMIC Pool.
A qualified reserve asset is any intangible property held for investment that is
part of any reasonably required reserve maintained by the REMIC Pool to provide 
for payments of expenses of the REMIC Pool or amounts due on the regular or     
residual interests in the event of defaults (including delinquencies) on the    
qualified mortgages, lower than expected reinvestment returns, prepayment       
interest shortfalls and certain other contingencies. The reserve fund will be   
disqualified if more than 30% of the gross income from the assets in such fund  
for the year is derived from the sale or other disposition of property held for 
less than three months, unless required to prevent a default on the regular     
interests caused by a default on one or more qualified mortgages. A reserve fund
must be reduced "promptly and appropriately" as payments on the Mortgage Loans  
are received. Foreclosure property is real property acquired by the REMIC Pool  
in connection with the default or imminent default of a qualified mortgage and  
generally may not be held beyond the close of the third calendar year beginning 
after the taxable year of acquisition unless an extension is granted by the IRS.

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     In addition to the foregoing requirements, the various interests in a REMIC
Pool also must meet certain requirements. All of the interests in a REMIC Pool  
must be either of the following: (i) one or more Classes of regular interests or
(ii) a single class of residual interests on which distributions, if any, are   
made pro rata. A regular interest is an interest in a REMIC Pool that is issued 
on the Startup Day with fixed terms, is designated as a regular interest, and   
unconditionally entitles the holder to receive a specified principal amount (or 
other similar amount), and provides that interest payments (or other similar    
amounts), if any, at or before maturity either are payable based on a fixed rate
or a qualified variable rate, or consist of a specified, nonvarying portion of  
the interest payments on qualified mortgages. Such a specified portion may      
consist of a fixed number of basis points, a fixed percentage of the total      
interest, or a qualified variable rate, inverse variable rate or difference     
between two fixed or qualified variable rates on some or all of the qualified   
mortgages. The specified principal amount of a regular interest that provides   
for interest payments consisting of a specified, nonvarying portion of interest 
payments on qualified mortgages may be zero. A residual interest is an interest 
in a REMIC Pool other than a regular interest that is issued on the Startup Day 
and that is designated as a residual interest. An interest in a REMIC Pool may  
be treated as a regular interest even if payments of principal with respect to  
such interest are subordinated to payments on other regular interests or the    
residual interest in the REMIC Pool, and are dependent on the absence of        
defaults or delinquencies on qualified mortgages or permitted investments, lower
than reasonably expected returns on permitted investments, unanticipated        
expenses incurred by the REMIC Pool or prepayment interest shortfalls.          
Accordingly, the Regular Securities of a Series will constitute one or more     
Classes of regular interests, and the Residual Securities with respect to that  
Series will constitute a single Class of residual interests with respect to each
REMIC Pool.                                                                     

    If an entity electing to be treated as a REMIC fails to comply with one or
more of the ongoing requirements of the Code for such status during any taxable 
year, the Code provides that the entity will not be treated as a REMIC for such 
year and thereafter. In that event, such entity may be taxable as a corporation 
under Treasury regulations, and the related REMIC Securities may not be accorded
the status or given the tax treatment described below. Although the Code        
authorizes the Treasury Department to issue regulations providing relief in the 
event of an inadvertent termination of REMIC status, no such regulations have   
been issued. Any such relief, moreover, may be accompanied by sanctions, such as
the imposition of a corporate tax on all or a portion of the Trust Fund's income
for the period in which the requirements for such status are not satisfied. The 
Pooling and Servicing Agreement with respect to each REMIC Pool will include    
provisions designed to maintain the Trust Fund's status as a REMIC under the    
REMIC Provisions. It is not anticipated that the status of any Trust Fund as a  
REMIC will be terminated.                                                       

Characterization of Investments in REMIC Securities                   

  In general, the REMIC Securities will be treated as "real estate assets"
within the meaning of Section 856(c)(4)(A) of the Code and assets described in  
Section 7701(a)(19)(C) of the Code in the same proportion that the assets of the
REMIC Pool underlying such Securities would be so treated. Moreover, if 95% or  
more of the assets of the REMIC Pool qualify for either of the foregoing        
treatments at all times during a calendar year, the REMIC Securities will       
qualify for the corresponding status in their entirety for that calendar year.  
If the assets of the REMIC Pool include Buydown Mortgage Loans, it is possible  
that the percentage of such assets constituting "loans . . . secured by an      
interest in real property which is . . . residential real property" for purposes
of Code Section 7701(a)(19)(C)(v) may be required to be reduced by the amount of
the related funds paid thereon (the "Buydown Funds"). Interest (including       
original issue discount) on the Regular Securities and income allocated to the  
Class of Residual Securities will be interest described in Section 856(c)(3)(B) 
of the Code to the extent that such Securities are treated as "real estate      
assets" within the meaning of Section 856(c)(4)(A) of the Code. In addition, the
Regular Securities generally will be "qualified mortgages" within the meaning of
Section 860G(a)(3) of the Code if transferred to another REMIC on its Startup   
Day in exchange for regular or residual interests therein. Regular Securities   
held by a FASIT will qualify for treatment as "permitted assets" within the     
meaning of Section 860L(c)(1)(G) of the Code. The determination as to the       
percentage of the REMIC Pool's assets that constitute assets described in the   
foregoing sections of the Code will be made with respect to each calendar       
quarter based on the average adjusted basis of each category of the assets held 
by the REMIC Pool during such calendar quarter. The REMIC will report those     
determinations to Securityholders in the manner and at the times required by    
applicable Treasury regulations.                                                

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   The assets of the REMIC Pool will include, in addition to Mortgage Loans,
payments on Mortgage Loans held pending distribution on the REMIC Securities and
property acquired by foreclosure held pending sale, and may include amounts in  
reserve accounts. It is unclear whether property acquired by foreclosure held   
pending sale and amounts in reserve accounts would be considered to be part of  
the Mortgage Loans, or whether such assets (to the extent not invested in assets
described in the foregoing sections) otherwise would receive the same treatment 
as the Mortgage Loans for purposes of all of the foregoing sections. The REMIC  
Regulations do provide, however, that payments on Mortgage Loans held pending   
distribution are considered part of the Mortgage Loans for purposes of Section  
856(c)(4)(A) of the Code. Furthermore, foreclosure property generally will      
qualify as "real estate assets" under Section 856(c)(4)(A) of the Code.         

Tiered REMIC Structures                                               

    For certain Series of REMIC Securities, two or more separate elections may
be made to treat designated portions of the related Trust Fund as REMICs        
("Tiered REMICs") for federal income tax purposes. Upon the issuance of any such
Series of REMIC Securities, Cadwalader, Wickersham & Taft LLP or Hunton &       
Williams LLP will deliver its opinion generally to the effect that, assuming    
compliance with all provisions of the related Pooling and Servicing Agreement,  
the Tiered REMICs will each qualify as a REMIC and the REMIC Securities issued  
by the Tiered REMICs will be considered to evidence ownership of Regular        
Securities or Residual Securities in the related REMIC within the meaning of the
REMIC Provisions.                                                               

 Solely for purposes of determining whether the REMIC Securities will be
"real estate assets" within the meaning of Section 856(c)(4)(A) of the Code and 
"loans secured by an interest in real property" under Section 7701(a)(19)(C) of 
the Code, and whether the income on such Securities is interest described in    
Section 856(c)(3)(B) of the Code, the Tiered REMICs will be treated as one      
REMIC.                                                                          

Taxation of Owners of Regular Securities                              

General                                                               

 In general, interest, original issue discount, and market discount on a
Regular Security will be treated as ordinary income to a holder of the Regular  
Security (the "Regular Securityholder"), and principal payments on a Regular    
Security will be treated as a return of capital to the extent of the Regular    
Securityholder's basis in the Regular Security allocable thereto. Regular       
Securityholders must use the accrual method of accounting with regard to Regular
Securities, regardless of the method of accounting otherwise used by such       
Regular Securityholder.                                                         

Original Issue Discount                                               

     Accrual Securities will be, and other Classes of Regular Securities may be,
issued with "original issue discount" within the meaning of Code Section        
1273(a). Holders of any Class or subclass of Regular Securities having original 
issue discount generally must include original issue discount in ordinary income
for federal income tax purposes as it accrues, in accordance with a constant    
yield method that takes into account the compounding of interest, in advance of 
the receipt of the cash attributable to such income. The following discussion is
based in part on OID Regulations issued under Code Sections 1271 through 1273   
and 1275 and in part on the provisions of the 1986 Act. Regular Securityholders 
should be aware, however, that the OID Regulations do not adequately address    
certain issues relevant to prepayable securities, such as the Regular           
Securities. To the extent such issues are not addressed in such regulations, the
Depositor intends to apply the methodology described in the Conference Committee
Report to the 1986 Act. No assurance can be provided that the IRS will not take 
a different position as to those matters not currently addressed by the OID     
Regulations. Moreover, the OID Regulations include an anti-abuse rule allowing  
the IRS to apply or depart from the OID Regulations where necessary or          
appropriate to ensure a reasonable tax result in light of the applicable        
statutory provisions. A tax result will not be considered unreasonable under the
anti-abuse rule in the absence of a substantial effect on the present value of a
taxpayer's tax liability. Investors are advised to consult their own tax        
advisors as to the discussion therein and the appropriate method for reporting  
interest and original issue discount with respect to the Regular Securities.    

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     Each Regular Security (except to the extent described below with respect to
a Regular Security on which principal is distributed in a single installment or 
by lots of specified principal amounts upon the request of a Securityholder or  
by random lot (a "Non-Pro Rata Security")) will be treated as a single          
installment obligation for purposes of determining the original issue discount  
includable in a Regular Securityholder's income. The total amount of original   
issue discount on a Regular Security is the excess of the "stated redemption    
price at maturity" of the Regular Security over its "issue price." The issue    
price of a Class of Regular Securities offered pursuant to this prospectus      
generally is the first price at which a substantial amount of such Class is sold
to the public (excluding bond houses, brokers and underwriters). Although       
unclear under the OID Regulations, it is anticipated that the Trustee will treat
the issue price of a Class as to which there is no substantial sale as of the   
issue date or that is retained by the Depositor as the fair market value of the 
Class as of the issue date. The issue price of a Regular Security also includes 
any amount paid by an initial Regular Securityholder for accrued interest that  
relates to a period prior to the issue date of the Regular Security, unless the 
Regular Securityholder elects on its federal income tax return to exclude such  
amount from the issue price and to recover it on the first Distribution Date.   
The stated redemption price at maturity of a Regular Security always includes   
the original principal amount of the Regular Security, but generally will not   
include distributions of interest if such distributions constitute "qualified   
stated interest." Under the OID Regulations, qualified stated interest generally
means interest payable at a single fixed rate or a qualified variable rate (as  
described below), provided that such interest payments are unconditionally      
payable at intervals of one year or less during the entire term of the Regular  
Security. Because there is no penalty or default remedy in the case of          
nonpayment of interest with respect to a Regular Security, it is possible that  
no interest on any Class of Regular Securities will be treated as qualified     
stated interest. However, except as provided in the following three sentences or
in the applicable prospectus supplement, because the underlying Mortgage Loans  
provide for remedies in the event of default, it is anticipated that the Trustee
will treat interest with respect to the Regular Securities as qualified stated  
interest. Distributions of interest on an Accrual Security, or on other Regular 
Securities with respect to which deferred interest will accrue, will not        
constitute qualified stated interest, in which case the stated redemption price 
at maturity of such Regular Securities includes all distributions of interest as
well as principal thereon. Likewise, it is anticipated that the Trustee will    
treat an interest-only Class or a Class on which interest is substantially      
disproportionate to its principal amount (a so-called "super-premium" Class) as 
having no qualified stated interest. Where the interval between the issue date  
and the first Distribution Date on a Regular Security is shorter than the       
interval between subsequent Distribution Dates, the interest attributable to the
additional days will be included in the stated redemption price at maturity.    

     Under a de minimis rule, original issue discount on a Regular Security will
be considered to be zero if such original issue discount is less than 0.25% of  
the stated redemption price at maturity of the Regular Security multiplied by   
the weighted average maturity of the Regular Security. For this purpose, the    
weighted average maturity of the Regular Security is computed as the sum of the 
amounts determined by multiplying the number of full years (i.e., rounding down 
partial years) from the issue date until each distribution in reduction of      
stated redemption price at maturity is scheduled to be made by a fraction, the  
numerator of which is the amount of each distribution included in the stated    
redemption price at maturity of the Regular Security and the denominator of     
which is the stated redemption price at maturity of the Regular Security. The   
Conference Committee Report to the 1986 Act provides that the schedule of such  
distributions should be determined in accordance with the assumed rate of       
prepayment of the Mortgage Loans (the "Prepayment Assumption") and the          
anticipated reinvestment rate, if any, relating to the Regular Securities. The  
Prepayment Assumption with respect to a Series of Regular Securities will be set
forth in the applicable prospectus supplement. Holders generally must report de 
minimis original issue discount pro rata as principal payments are received, and
such income will be capital gain if the Regular Security is held as a capital   
asset. Under the OID Regulations, however, Regular Securityholders may elect to 
accrue all de minimis original issue discount as well as market discount and    
market premium, under the constant yield method. See "--Election to Treat All   
Interest Under the Constant Yield Method."                                      

 A Regular Securityholder generally must include in gross income for any
taxable year the sum of the "daily portions," as defined below, of the original 
issue discount on the Regular Security accrued during an accrual period for each
day on which it holds the Regular Security, including the date of purchase but  
excluding the date of disposition. The Trustee will treat the monthly period    
ending on the day before each Distribution Date as the accrual period. With     
respect to each Regular Security, a calculation will be made of the original    
issue discount that accrues during each successive full accrual period (or      
shorter period from the date of original issue) that ends on the day before the 
related Distribution Date on the Regular Security. The Conference Committee     
Report to the 1986 Act states that the rate of accrual of original issue        
discount is intended to be based on the Prepayment Assumption. The original     
issue discount accruing in a full accrual period would be the excess, if any, of
(i) the sum of (a) the present value of all of the remaining distributions to be
made on the Regular Security as of the end of that accrual period, and (b) the  
distributions made on the Regular Security during the accrual period that are   
included in the Regular Security's stated redemption price at maturity, over    
(ii) the adjusted issue price of the Regular Security at the beginning of the   
accrual period. The present value of the remaining distributions referred to in 
the preceding sentence is calculated based on (i) the yield to maturity of the  
Regular Security at the issue date, (ii) events (including actual prepayments)  
that have occurred prior to the end of the accrual period, and (iii) the        
Prepayment Assumption. For these purposes, the adjusted issue price of a Regular
Security at the beginning of any accrual period equals the issue price of the   
Regular Security, increased by the aggregate amount of original issue discount  
with respect to the Regular Security that accrued in all prior accrual periods  
and reduced by the amount of distributions included in the Regular Security's   
stated redemption price at maturity that were made on the Regular Security in   
such prior periods. The original issue discount accruing during any accrual     
period (as determined in this paragraph) will then be divided by the number of  
days in the period to determine the daily portion of original issue discount for
each day in the period. With respect to an initial accrual period shorter than a
full accrual period, the daily portions of original issue discount must be      
determined according to an appropriate allocation under any reasonable method.  

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Under the method described above, the daily portions of original issue
discount required to be included in income by a Regular Securityholder generally
will increase to take into account prepayments on the Regular Securities as a   
result of prepayments on the Mortgage Loans that exceed the Prepayment          
Assumption, and generally will decrease (but not below zero for any period) if  
the prepayments are slower than the Prepayment Assumption. An increase in       
prepayments on the Mortgage Loans with respect to a Series of Regular Securities
can result in both a change in the priority of principal payments with respect  
to certain Classes of Regular Securities and either an increase or decrease in  
the daily portions of original issue discount with respect to such Regular      
Securities.                                                                     

    In the case of a Non-Pro Rata Security, it is anticipated that the Trustee
will determine the yield to maturity of such Security based upon the anticipated
payment characteristics of the Class as a whole under the Prepayment Assumption.
In general, the original issue discount accruing on each Non-Pro Rata Security  
in a full accrual period would be its allocable share of the original issue     
discount with respect to the entire Class, as determined in accordance with the 
preceding paragraph. However, in the case of a distribution in retirement of the
entire unpaid principal balance of any Non-Pro Rata Security (or portion of such
unpaid principal balance), (a) the remaining unaccrued original issue discount  
allocable to such Security (or to such portion) will accrue at the time of such 
distribution, and (b) the accrual of original issue discount allocable to each  
remaining Security of such Class will be adjusted by reducing the present value 
of the remaining payments on such Class and the adjusted issue price of such    
Class to the extent attributable to the portion of the unpaid principal balance 
thereof that was distributed. The Depositor believes that the foregoing         
treatment is consistent with the "pro rata prepayment" rules of the OID         
Regulations, but with the rate of accrual of original issue discount determined 
based on the Prepayment Assumption for the Class as a whole. Investors are      
advised to consult their tax advisors as to this treatment.                     

Acquisition Premium                                                   

     A purchaser of a Regular Security having original issue discount at a price
greater than its adjusted issue price but less than its stated redemption price 
at maturity will be required to include in gross income the daily portions of   
the original issue discount on the Regular Security reduced pro rata by a       
fraction, the numerator of which is the excess of its purchase price over such  
adjusted issue price and the denominator of which is the excess of the remaining
stated redemption price at maturity over the adjusted issue price.              
Alternatively, such a subsequent purchaser may elect to treat all such          
acquisition premium under the constant yield method, as described below under   
the heading "--Election to Treat All Interest Under the Constant Yield Method." 

Variable Rate Regular Securities                                      

     Regular Securities may provide for interest based on a variable rate. Under
the OID Regulations, interest is treated as payable at a variable rate if,      
generally, (i) the issue price does not exceed the original principal balance by
more than a specified amount and (ii) the interest compounds or is payable at   
least annually at current values of (a) one or more "qualified floating rates," 
(b) a single fixed rate and one or more qualified floating rates, (c) a single  
"objective rate," or (d) a single fixed rate and a single objective rate that is
a "qualified inverse floating rate." A floating rate is a qualified floating    
rate if variations can reasonably be expected to measure contemporaneous        
variations in the cost of newly borrowed funds. A multiple of a qualified       
floating rate is considered a qualified floating rate only if the rate is equal 
to either (a) the product of a qualified floating rate and a fixed multiple that
is greater than 0.65 but not more than 1.35 or (b) the product of a qualified   
floating rate and a fixed multiple that is greater that 0.65 but not more than  
1.35, increased or decreased by a fixed rate. Such rate may also be subject to a
fixed cap or floor, or a cap or floor that is not reasonably expected as of the 
issue date to affect the yield of the instrument significantly. An objective    
rate is any rate (other than a qualified floating rate) that is determined using
a single fixed formula and that is based on objective financial or economic     
information, provided that such information is not (i) within the control of the
issuer or a related party or (ii) unique to the circumstances of the issuer or a
related party. A qualified inverse floating rate is a rate equal to a fixed rate
minus a qualified floating rate that inversely reflects contemporaneous         
variations in the cost of newly borrowed funds; an inverse floating rate that is
not a qualified inverse floating rate may nevertheless be an objective rate. A  
Class of Regular Securities may be issued under this prospectus that does not   
have a variable rate under the foregoing rules, for example, a Class that bears 
different rates at different times during the period it is outstanding such that
it is considered significantly "front-loaded" or "back-loaded" within the       
meaning of the OID Regulations. It is possible that such a Class may be         
considered to bear "contingent interest" within the meaning of the OID          
Regulations. The OID Regulations, as they relate to the treatment of contingent 
interest, are by their terms not applicable to Regular Securities. However, if  
final regulations dealing with contingent interest with respect to Regular      
Securities apply the same principles as the OID Regulations, such regulations   
may lead to different timing of income inclusion that would be the case under   
the OID Regulations. Furthermore, application of such principles could lead to  
the characterization of gain on the sale of contingent interest Regular         
Securities as ordinary income. Investors should consult their tax advisors      
regarding the appropriate treatment of any Regular Security that does not pay   
interest at a fixed rate or variable rate as described in this paragraph.       

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   Under the REMIC Regulations, a Regular Security (i) bearing interest at a
rate that qualifies as a variable rate under the OID Regulations that is tied to
current values of a variable rate (or the highest, lowest or average of two or  
more variable rates, including a rate based on the average cost of funds of one 
or more financial institutions), or a positive or negative multiple of such a   
rate (plus or minus a specified number of basis points), or that represents a   
weighted average of rates on some or all of the Mortgage Loans, including such a
rate that is subject to one or more caps or floors, or (ii) bearing one or more 
such variable rates for one or more periods, or one or more fixed rates for one 
or more periods, and a different variable rate or fixed rate for other periods, 
qualifies as a regular interest in a REMIC. Accordingly, unless otherwise       
indicated in the applicable prospectus supplement, it is anticipated that the   
Trustee will treat Regular Securities that qualify as regular interests under   
this rule in the same manner as obligations bearing a variable rate for original
issue discount reporting purposes.                                              

  The amount of original issue discount with respect to a Regular Security
bearing a variable rate of interest will accrue in the manner described above   
under "Original Issue Discount," with the yield to maturity and future payments 
on such Regular Security generally to be determined by assuming that interest   
will be payable for the life of the Regular Security based on the initial rate  
(or, if different, the value of the applicable variable rate as of the pricing  
date) for the relevant Class. Unless required otherwise by applicable final     
regulations, it is anticipated that the Trustee will treat such variable        
interest as qualified stated interest, other than variable interest on an       
interest-only or super-premium Class, which will be treated as non-qualified    
stated interest includable in the stated redemption price at maturity. Ordinary 
income reportable for any period will be adjusted based on subsequent changes in
the applicable interest rate index.                                             

  Although unclear under the OID Regulations, unless required otherwise by
applicable final regulations, the Seller intends to treat Regular Securities    
bearing an interest rate that is a weighted average of the net interest rates on
Mortgage Loans as having qualified stated interest, except to the extent that   
initial "teaser" rates cause sufficiently "back-loaded" interest to create more 
than de minimis original issue discount. The yield on such Regular Securities   
for purposes of accruing original issue discount will be a hypothetical fixed   
rate based on the fixed rates, in the case of fixed-rate Mortgage Loans, and    
initial "teaser rates" followed by fully indexed rates, in the case of          
adjustable-rate Mortgage Loans. In the case of adjustable-rate Mortgage Loans,  
the applicable index used to compute interest on the Mortgage Loans in effect on
the pricing date (or possibly the issue date) will be deemed to be in effect    
beginning with the period in which the first weighted average adjustment date   
occurring after the issue date occurs. Adjustments will be made in each accrual 
period either increasing or decreasing the amount of ordinary income reportable 
to reflect the actual Pass-Through Rate on the Regular Securities.              

Market Discount                                                       

 A subsequent purchaser of a Regular Security also may be subject to the
market discount rules of Code Sections 1276 through 1278. Under these sections  
and the principles applied by the OID Regulations in the context of original    
issue discount, "market discount" is the amount by which the purchaser's        
original basis in the Regular Security (i) is exceeded by the remaining         
outstanding principal payments and interest payments other than qualified stated
interest payments due on a Regular Security, or (ii) in the case of a Regular   
Security having original issue discount, is exceeded by the adjusted issue price
of such Regular Security at the time of purchase. Such purchaser generally will 
be required to recognize ordinary income to the extent of accrued market        
discount on such Regular Security as distributions includable in the stated     
redemption price at maturity thereof are received, in an amount not exceeding   
any such distribution. Such market discount would accrue in a manner to be      
provided in Treasury regulations and should take into account the Prepayment    
Assumption. The Conference Committee Report to the 1986 Act provides that until 
such regulations are issued, such market discount would accrue either (i) on the
basis of a constant interest rate, or (ii) in the ratio of stated interest      
allocable to the relevant period to the sum of the interest for such period plus
the remaining interest as of the end of such period, or in the case of a Regular
Security issued with original issue discount, in the ratio of original issue    
discount accrued for the relevant period to the sum of the original issue       
discount accrued for such period plus the remaining original issue discount as  
of the end of such period. Such purchaser also generally will be required to    
treat a portion of any gain on a sale or exchange of the Regular Security as    
ordinary income to the extent of the market discount accrued to the date of     
disposition under one of the foregoing methods, less any accrued market discount
previously reported as ordinary income as partial distributions in reduction of 
the stated redemption price at maturity were received. Such purchaser will be   
required to defer deduction of a portion of the excess of the interest paid or  
accrued on indebtedness incurred to purchase or carry a Regular Security over   
the interest distributable thereon. The deferred portion of such interest       
expense in any taxable year generally will not exceed the accrued market        
discount on the Regular Security for such year. Any such deferred interest      
expense is, in general, allowed as a deduction not later than the year in which 
the related market discount income is recognized or the Regular Security is     
disposed of. As an alternative to the inclusion of market discount in income on 
the foregoing basis, the Regular Securityholder may elect to include market     
discount in income currently as it accrues on all market discount instruments   
acquired by such Regular Securityholder in that taxable year or thereafter, in  
which case the interest deferral rule will not apply. See "--Election to Treat  
All Interest Under the Constant Yield Method" below regarding an alternative    
manner in which such election may be deemed to be made. A person who purchases a
Regular Security at a price lower than the remaining amounts includable in the  
stated redemption price at maturity of the security, but higher than its        
adjusted issue price, does not acquire the Regular Security with market         
discount, but will be required to report original issue discount, appropriately 
adjusted to reflect the excess of the price paid over the adjusted issue price. 

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     Market discount with respect to a Regular Security will be considered to be
zero if such market discount is less than 0.25% of the remaining stated         
redemption price at maturity of such Regular Security (or, in the case of a     
Regular Security having original issue discount, the adjusted issue price of    
such Regular Security) multiplied by the weighted average maturity of the       
Regular Security (determined as described above in the third paragraph under    
"--Original Issue Discount") remaining after the date of purchase. It appears   
that de minimis market discount would be reported in a manner similar to de     
minimis original issue discount. See "--Original Issue Discount" above.         

Under provisions of the OID Regulations relating to contingent payment
obligations, a secondary purchaser of a Regular Security that has "contingent   
interest" at a discount generally would continue to accrue interest and         
determine adjustments on the Regular Security based on the original projected   
payment schedule devised by the issuer of the Security. The holder of such a    
Regular Security would be required, however, to allocate the difference between 
the adjusted issue price of the Regular Security and its basis in the Regular   
Security as positive adjustments to the accruals or projected payments on the   
Regular Security over the remaining term of the Regular Security in a manner    
that is reasonable (e.g., based on a constant yield to maturity).               

  Treasury regulations implementing the market discount rules have not yet
been issued, and uncertainty exists with respect to many aspects of those rules.
Due to the substantial lack of regulatory guidance with respect to the market   
discount rules, it is unclear how those rules will affect any secondary market  
that develops for a given Class of Regular Securities. Prospective investors in 
Regular Securities should consult their own tax advisors regarding the          
application of the market discount rules to the Regular Securities. Investors   
should also consult Revenue Procedure 92-67 concerning the elections to include 
market discount in income currently and to accrue market discount on the basis  
of the constant yield method.                                                   

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Amortizable Premium                                                   

  A Regular Security purchased at a cost greater than its remaining stated
redemption price at maturity generally is considered to be purchased at a       
premium. If the Regular Securityholder holds such Regular Security as a "capital
asset" within the meaning of Code Section 1221, the Regular Securityholder may  
elect under Code Section 171 to amortize such premium under a constant yield    
method that reflects compounding based on the interval between payments on the  
Regular Security. Such election will apply to all taxable debt obligations      
(including REMIC regular interests) acquired by the Regular Securityholder at a 
premium held in that taxable year or thereafter, unless revoked with the        
permission of the IRS. Final Treasury regulations have been issued with respect 
to amortizable bond premiums which do not by their terms apply to prepayable    
debt instruments such as the Regular Securities. However, the Conference        
Committee Report to the 1986 Act indicates a Congressional intent that the same 
rules that apply to the accrual of market discount on installment obligations   
will also apply to amortizing bond premium under Code Section 171 on installment
obligations such as the Regular Securities, although it is unclear whether the  
alternatives to the constant interest method described above under "--Market    
Discount" are available. Amortizable bond premium generally will be treated as  
an offset to interest income on a Regular Security, rather than as a separate   
deduction. See "--Election to Treat All Interest Under the Constant Yield       
Method" below regarding an alternative manner in which the Code Section 171     
election may be deemed to be made.                                              

    Amortizable premium on a Regular Security that is subject to redemption at
the option of the issuer generally must be amortized as if the optional         
redemption price and date were the Security's principal amount and maturity date
if doing so would result in a smaller amount of premium amortization during the 
period ending with the optional redemption date. Thus, a holder of a Regular    
Security would not be able to amortize any premium on a Regular Security that is
subject to optional redemption at a price equal to or greater than the          
Securityholder's acquisition price unless and until the redemption option       
expires. A Regular Security subject to redemption at the option of the issuer   
described in the preceding sentence will be treated as having matured on the    
redemption date for the redemption price and then as having been reissued on    
that date for that price. Any premium remaining on the Regular Security at the  
time of the deemed reissuance will be amortized on the basis of (i) the original
principal amount and maturity date or (ii) the price and date of any succeeding 
optional redemption, under the principles described above.                      

Election to Treat All Interest Under the Constant Yield Method        

     A holder of a debt instrument such as a Regular Security may elect to treat
all interest that accrues on the instrument using the constant yield method,    
with none of the interest being treated as qualified stated interest. For       
purposes of applying the constant yield method to a debt instrument subject to  
such an election, (i) "interest" includes stated interest, original issue       
discount, de minimis original issue discount, market discount and de minimis    
market discount, as adjusted by any amortizable bond premium or acquisition     
premium and (ii) the debt instrument is treated as if the instrument were issued
on the holder's acquisition date in the amount of the holder's adjusted basis   
immediately after acquisition. It is unclear whether, for this purpose, the     
initial Prepayment Assumption would continue to apply or if a new prepayment    
assumption as of the date of the holder's acquisition would apply. A holder     
generally may make such an election on an instrument by instrument basis or for 
a Class or group of debt instruments. However, if the holder makes such an      
election with respect to a debt instrument with amortizable bond premium or with
market discount, the holder is deemed to have made elections to amortize bond   
premium or to report market discount income currently as it accrues under the   
constant yield method, respectively, for all premium bonds held or market       
discount bonds acquired by the holder in the same taxable year or thereafter.   
The election is made on the holder's federal income tax return for the year in  
which the debt instrument is acquired and is irrevocable except with the        
approval of the IRS. Investors should consult their own tax advisors regarding  
the advisability of making such an election.                                    

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Treatment of Losses                                                   

   Regular Securityholders will be required to report income with respect to
Regular Securities on the accrual method of accounting, without giving effect to
delays or reductions in distributions attributable to defaults or delinquencies 
on the Mortgage Loans, except to the extent it can be established that such     
losses are uncollectable. Accordingly, the holder of a Regular Security,        
particularly a Subordinate Security, may have income, or may incur a diminution 
in cash flow as a result of a default or delinquency, but may not be able to    
take a deduction (subject to the discussion below) for the corresponding loss   
until a subsequent taxable year. In this regard, investors are cautioned that   
while they may generally cease to accrue interest income if it reasonably       
appears that the interest will be uncollectable, the IRS may take the position  
that original issue discount must continue to be accrued in spite of its        
uncollectibility until the debt instrument is disposed of in a taxable          
transaction or becomes worthless in accordance with the rules of Code Section   
166. Under Code Section 166, it appears that Regular Securityholders that are   
corporations or that otherwise hold the Regular Securities in connection with a 
trade or business should in general be allowed to deduct as an ordinary loss    
such loss with respect to principal sustained during the taxable year on account
of any such Regular Securities becoming wholly or partially worthless, and that,
in general, Regular Securityholders that are not corporations and do not hold   
the Regular Securities in connection with a trade or business should be allowed 
to deduct as a short-term capital loss any loss sustained during the taxable    
year on account of a portion of any such Regular Securities becoming wholly     
worthless. Although the matter is not free from doubt, such non-corporate       
Regular Securityholders should be allowed a bad debt deduction at such time as  
the principal balance of such Regular Securities is reduced to reflect losses   
resulting from any liquidated Mortgage Loans. The IRS, however, could take the  
position that non-corporate holders will be allowed a bad debt deduction to     
reflect such losses only after all the Mortgage Loans remaining in the Trust    
Fund have been liquidated or the applicable Class of Regular Securities has been
otherwise retired. The IRS could also assert that losses on the Regular         
Securities are deductible based on some other method that may defer such        
deductions for all holders, such as reducing future cashflow for purposes of    
computing original issue discount. This may have the effect of creating         
"negative" original issue discount which would be deductible only against future
positive original issue discount or otherwise upon termination of the Class.    
Regular Securityholders are urged to consult their own tax advisors regarding   
the appropriate timing, amount and character of any loss sustained with respect 
to such Regular Securities. While losses attributable to interest previously    
reported as income should be deductible as ordinary losses by both corporate and
non-corporate holders, the IRS may take the position that losses attributable to
accrued original issue discount may only be deducted as capital losses in the   
case of non-corporate holders who do not hold the Regular Securities in         
connection with a trade or business. Special loss rules are applicable to banks 
and thrift institutions, including rules regarding reserves for bad debts. Such 
taxpayers are advised to consult their tax advisors regarding the treatment of  
losses on Regular Securities.                                                   

Sale or Exchange of Regular Securities                                

If a Regular Securityholder sells or exchanges a Regular Security, the
Regular Securityholder will recognize gain or loss equal to the difference, if  
any, between the amount received and its adjusted basis in the Regular Security.
The adjusted basis of a Regular Security generally will equal the original cost 
of the Regular Security to the seller, increased by any original issue discount 
or market discount previously included in the seller's gross income with respect
to the Regular Security and reduced by amounts included in the stated redemption
price at maturity of the Regular Security that were previously received by the  
seller, by any amortized premium, and by any recognized losses.                 

  Except as described above with respect to market discount, and except as
provided in this paragraph, any gain or loss on the sale or exchange of a       
Regular Security realized by an investor who holds the Regular Security as a    
capital asset will be capital gain or loss and will be long-term or short-term  
depending on whether the Regular Security has been held for the long-term       
capital gain holding period (currently, more than one year). Such gain will be  
treated as ordinary income (i) if a Regular Security is held as part of a       
"conversion transaction" as defined in Code Section 1258(c), up to the amount of
interest that would have accrued on the Regular Securityholder's net investment 
in the conversion transaction at 120% of the appropriate applicable Federal rate
in effect at the time the taxpayer entered into the transaction minus any amount
previously treated as ordinary income with respect to any prior disposition of  
property that was held as part of such transaction, (ii) in the case of a       
non-corporate taxpayer, to the extent such taxpayer has made an election under  
Code Section 163(d)(4) to have net capital gains taxed as investment income at  
ordinary income rates, or (iii) to the extent that such gain does not exceed the
excess, if any, of (a) the amount that would have been includable in the gross  
income of the holder if its yield on such Regular Security were 110% of the     
applicable Federal rate as of the date of purchase, over (b) the amount of      
income actually includable in the gross income of such holder with respect to   
such Regular Security. In addition, gain or loss recognized from the sale of a  
Regular Security by certain banks or thrift institutions will be treated as     
ordinary income or loss pursuant to Code Section 582(c). Long-term capital gains
of certain noncorporate taxpayers generally are subject to a lower maximum tax  
rate than ordinary income or short-term capital gains of such taxpayers for     
property held for more than one year. Currently, the maximum tax rate for       
corporations is the same with respect to both ordinary income and capital gains.

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  Regular Securityholders that recognize a loss on a sale or exchange of a
Regular Security for federal income tax purposes in excess of certain threshold 
amounts should consult their tax advisors as to the need to file IRS Form 8886  
(disclosing certain potential tax shelters) on their federal income tax returns.

Taxation of Owners of Residual Securities                             

Taxation of REMIC Income                                              

     Generally, the "daily portions" of REMIC taxable income or net loss will be
includable as ordinary income or loss in determining the federal taxable income 
of holders of Residual Securities ("Residual Holders"), and will not be taxed   
separately to the REMIC Pool. The daily portions of REMIC taxable income or net 
loss of a Residual Holder are determined by allocating the REMIC Pool's taxable 
income or net loss for each calendar quarter ratably to each day in such quarter
and by allocating such daily portion among the Residual Holders in proportion to
their respective holdings of Residual Securities in the REMIC Pool on such day. 
REMIC taxable income is generally determined in the same manner as the taxable  
income of an individual using the accrual method of accounting, except that (i) 
the limitations on deductibility of investment interest expense and expenses for
the production of income do not apply, (ii) all bad loans will be deductible as 
business bad debts, and (iii) the limitation on the deductibility of interest   
and expenses related to tax-exempt income will apply. The REMIC Pool's gross    
income includes interest, original issue discount income and market discount    
income, if any, on the Mortgage Loans, reduced by amortization of any premium on
the Mortgage Loans, plus income from amortization of issue premium, if any, on  
the Regular Securities, plus income on reinvestment of cash flows and reserve   
assets, plus any cancellation of indebtedness income upon allocation of realized
losses to the Regular Securities. The REMIC Pool's deductions include interest  
and original issue discount expense on the Regular Securities, servicing fees on
the Mortgage Loans, other administrative expenses of the REMIC Pool and realized
losses on the Mortgage Loans. The requirement that Residual Holders report their
pro rata share of taxable income or net loss of the REMIC Pool will continue    
until there are no Securities of any Class of the related Series outstanding.   

     The taxable income recognized by a Residual Holder in any taxable year will
be affected by, among other factors, the relationship between the timing of     
recognition of interest, original issue discount or market discount income or   
amortization of premium with respect to the Mortgage Loans, on the one hand, and
the timing of deductions for interest (including original issue discount) or    
income from amortization of issue premium on the Regular Securities, on the     
other hand. In the event that an interest in the Mortgage Loans is acquired by  
the REMIC Pool at a discount, and one or more of such Mortgage Loans is prepaid,
the prepayment may be used in whole or in part to make distributions in         
reduction of principal on the Regular Securities, and (ii) the discount on the  
Mortgage Loans which is includable in income may exceed the deduction allowed   
upon such distributions on those Regular Securities on account of any unaccrued 
original issue discount relating to those Regular Securities. When there is more
than one Class of Regular Securities that distribute principal sequentially,    
this mismatching of income and deductions is particularly likely to occur in the
early years following issuance of the Regular Securities when distributions in  
reduction of principal are being made in respect of earlier Classes of Regular  
Securities to the extent that such Classes are not issued with substantial      
discount or are issued at a premium. If taxable income attributable to such a   
mismatching is realized, in general, losses would be allowed in later years as  
distributions on the later maturing Classes of Regular Securities are made.     
Taxable income may also be greater in earlier years than in later years as a    
result of the fact that interest expense deductions, expressed as a percentage  
of the outstanding principal amount of such a Series of Regular Securities, may 
increase over time as distributions in reduction of principal are made on the   
lower yielding Classes of Regular Securities, whereas, to the extent the REMIC  
Pool consists of fixed rate Mortgage Loans, interest income with respect to any 
given Mortgage Loan will remain constant over time as a percentage of the       
outstanding principal amount of that loan. Consequently, Residual Holders must  
have sufficient other sources of cash to pay any federal, state, or local income
taxes due as a result of such mismatching or unrelated deductions against which 
to offset such income, subject to the discussion of "excess inclusions" below   
under "--Limitations on Offset or Exemption of REMIC Income." The timing of such
mismatching of income and deductions described in this paragraph, if present    
with respect to a Series of Securities, may have a significant adverse effect   
upon a Residual Holder's after-tax rate of return.                              

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A portion of the income of a Residual Securityholder may be treated   
unfavorably in three contexts: (i) it may not be offset by current or net       
operating loss deductions; (ii) it will be considered unrelated business taxable
income to tax-exempt entities; and (iii) it is ineligible for any statutory or  
treaty reduction in the 30% withholding tax otherwise available to a foreign    
Residual Securityholder. See "--Limitations on Offset or Exemption of REMIC     
Income" below. In addition, a Residual Holder's taxable income during certain   
periods may exceed the income reflected by such Residual Holders for such       
periods in accordance with generally accepted accounting principles. Investors  
should consult their own accountants concerning the accounting treatment of     
their investment in Residual Securities.                                        

Basis and Losses                                                      

     The amount of any net loss of the REMIC Pool that may be taken into account
by the Residual Holder is limited to the adjusted basis of the Residual Security
as of the close of the quarter (or time of disposition of the Residual Security 
if earlier), determined without taking into account the net loss for the        
quarter. The initial adjusted basis of a purchaser of a Residual Security is the
amount paid for such Residual Security. Such adjusted basis will be increased by
the amount of taxable income of the REMIC Pool reportable by the Residual Holder
and will be decreased (but not below zero), first, by a cash distribution from  
the REMIC Pool and, second, by the amount of loss of the REMIC Pool reportable  
by the Residual Holder. Any loss that is disallowed on account of this          
limitation may be carried over indefinitely with respect to the Residual Holder 
as to whom such loss was disallowed and may be used by such Residual Holder only
to offset any income generated by the same REMIC Pool.                          

  A Residual Holder will not be permitted to amortize directly the cost of
its Residual Security as an offset to its share of the taxable income of the    
related REMIC Pool. However, the taxable income will not include cash received  
by the REMIC Pool that represents a recovery of the REMIC Pool's basis in its   
assets. Although the law is unclear in certain respects, such recovery of basis 
by the REMIC Pool will have the effect of amortization of the issue price of the
Residual Securities over their life. However, in view of the possible           
acceleration of the income of Residual Holders described above under "--Taxation
of REMIC Income," the period of time over which such issue price is effectively 
amortized may be longer than the economic life of the Residual Securities.      

   A Residual Security may have a negative value if the net present value of
anticipated tax liabilities exceeds the present value of anticipated cash flows.
The REMIC Regulations appear to treat the issue price of such a residual        
interest as zero rather than such negative amount for purposes of determining   
the REMIC Pool's basis in its assets. Regulations have been proposed addressing 
the federal income tax treatment of "inducement fees" received by transferees of
noneconomic residual interests. The proposed regulations would require          
inducement fees to be included in income over a period reasonably related to the
period in which a Residual Security is expected to generate taxable income or   
net loss to its holder. Under two proposed safe harbor methods, inducement fees 
would be permitted to be included in income: (i) in the same amounts and over   
the same period that the holder uses for financial reporting purposes, provided 
that such period is not shorter than the period the related REMIC is expected to
generate taxable income or (ii) ratably over the remaining anticipated weighted 
average life of all the regular and residual interests issued by the related    
REMIC, determined based on actual distributions projected as remaining to be    
made on such interests under the applicable prepayment assumption. If a Residual
Holder sells or otherwise disposes of the residual interest, any unrecognized   
portion of the inducement fee would be required to be taken into account at the 
time of the sale or disposition.                                                

     Further, to the extent that the initial adjusted basis of a Residual Holder
(other than an original holder) in the Residual Security is greater than the    
corresponding portion of the REMIC Pool's basis in the Mortgage Loans, the      
Residual Holder will not recover a portion of such basis until termination of   
the REMIC Pool unless future Treasury regulations provide for periodic          
adjustments to the REMIC income otherwise reportable by such holder. The REMIC  
Regulations currently in effect do not so provide. See "--Treatment of Certain  
Items of REMIC Income and Expense--Market Discount" below regarding the basis of
Mortgage Loans to the REMIC Pool and "--Sale or Exchange of a Residual Security"
below regarding possible treatment of a loss upon termination of the REMIC Pool 
as a capital loss.                                                              

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Treatment of Certain Items of REMIC Income and Expense                

   Although it is anticipated that the Trustee will compute REMIC income and
expense in accordance with the Code and applicable regulations, the authorities 
regarding the determination of specific items of income and expense are subject 
to differing interpretations. The Depositor makes no representation as to the   
specific method that will be used for reporting income with respect to the      
Mortgage Loans and expenses with respect to the Regular Securities, and         
different methods could result in different timing or reporting of taxable      
income or net loss to Residual Holders or differences in capital gain versus    
ordinary income.                                                                

     Original Issue Discount and Premium. Generally, the REMIC Pool's deductions
for original issue discount and income from amortization of premium will be     
determined in the same manner as original issue discount income on Regular      
Securities as described above under "--Taxation of Owners of Regular            
Securities--Original Issue Discount" and "--Variable Rate Regular Securities,"  
without regard to the de minimis rule described therein, and "--Taxation of     
Owners of Regular Securities--Amortizable Premium."                             

     Market Discount. The REMIC Pool will have market discount income in respect
of Mortgage Loans if, in general, the basis of the REMIC Pool in such Mortgage  
Loans is exceeded by their unpaid principal balances. The REMIC Pool's basis in 
such Mortgage Loans is generally the fair market value of the Mortgage Loans    
immediately after the transfer thereof to the REMIC Pool. The REMIC Regulations 
provide that such basis is equal in the aggregate to the issue prices of all    
regular and residual interests in the REMIC Pool. The accrued portion of such   
market discount would be recognized currently as an item of ordinary income in a
manner similar to original issue discount. Market discount income generally     
should accrue in the manner described above under "--Taxation of Owners of      
Regular Securities--Market Discount."                                           

  Premium. Generally, if the basis of the REMIC Pool in the Mortgage Loans
exceeds the unpaid principal balances thereof, the REMIC Pool will be considered
to have acquired such Mortgage Loans at a premium equal to the amount of such   
excess. As stated above, the REMIC Pool's basis in Mortgage Loans is the fair   
market value of the Mortgage Loans, based on the aggregate of the issue prices  
of the regular and residual interests in the REMIC Pool immediately after the   
transfer thereof to the REMIC Pool. In a manner analogous to the discussion     
above under "--Taxation of Owners of Regular Securities--Amortizable Premium," a
person that holds a Mortgage Loan as a capital asset under Code Section 1221 may
elect under Code Section 171 to amortize premium on Mortgage Loans originated   
after September 27, 1985 under the constant yield method. Amortizable bond      
premium will be treated as an offset to interest income on the Mortgage Loans,  
rather than as a separate deduction item. Because substantially all of the      
mortgagors on the Mortgage Loans are expected to be individuals, Code Section   
171 will not be available for premium on Mortgage Loans originated on or prior  
to September 27, 1985. Premium with respect to such Mortgage Loans may be       
deductible in accordance with a reasonable method regularly employed by the     
holder thereof. The allocation of such premium pro rata among principal payments
should be considered a reasonable method; however, the IRS may argue that such  
premium should be allocated in a different manner, such as allocating such      
premium entirely to the final payment of principal.                             

Limitations on Offset or Exemption of REMIC Income                    

  A portion (or all) of the REMIC taxable income includable in determining
the federal income tax liability of a Residual Holder will be subject to special
treatment. That portion, referred to as the "excess inclusion," is equal to the 
excess of REMIC taxable income for the calendar quarter allocable to a Residual 
Security over the daily accruals for such quarterly period of (i) 120% of the   
long-term applicable Federal rate that would have applied to the Residual       
Security (if it were a debt instrument) on the Startup Day under Code Section   
1274(d), multiplied by (ii) the adjusted issue price of such Residual Security  
at the beginning of such quarterly period. For this purpose, the adjusted issue 
price of a Residual Security at the beginning of a quarter is the issue price of
the Residual Security, plus the amount of such daily accruals of REMIC income   
described in this paragraph for all prior quarters, decreased by any            
distributions made with respect to such Residual Security prior to the beginning
of such quarterly period. Accordingly, the portion of the REMIC Pool's taxable  
income that will be treated as excess inclusions will be a larger portion of    
such income as the adjusted issue price of the Residual Securities diminishes.  

   The portion of a Residual Holder's REMIC taxable income consisting of the
excess inclusions generally may not be offset by other deductions, including net
operating loss carryforwards, on such Residual Holder's return. However, net    
operating loss carryovers are determined without regard to excess inclusion     
income. Further, if the Residual Holder is an organization subject to the tax on
unrelated business income imposed by Code Section 511, the Residual Holder's    
excess inclusions will be treated as unrelated business taxable income of such  
Residual Holder for purposes of Code Section 511. In addition, REMIC taxable    
income is subject to 30% withholding tax with respect to certain persons who are
not U.S. Persons (as defined below under "--Tax-Related Restrictions on Transfer
of Residual Securities--Foreign Investors"), and the portion thereof            
attributable to excess inclusions is not eligible for any reduction in the rate 
of withholding tax (by treaty or otherwise). See "--Taxation of Certain Foreign 
Investors--Residual Securities" below. Finally, if a real estate investment     
trust or a regulated investment company owns a Residual Security, a portion     
(allocated under Treasury regulations yet to be issued) of dividends paid by the
real estate investment trust or regulated investment company could not be offset
by net operating losses of its shareholders, would constitute unrelated business
taxable income for tax-exempt shareholders, and would be ineligible for         
reduction of withholding to certain persons who are not U.S. Persons.           

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  There are three rules for determining the effect of excess inclusions on
the alternative minimum taxable income of a Residual Holder. First, alternative 
minimum taxable income for a Residual Holder is determined without regard to the
special rule, discussed above, that taxable income cannot be less than excess   
inclusions. Second, a Residual Holder's alternative minimum taxable income for a
taxable year cannot be less than the excess inclusions for the year. Third, the 
amount of any alternative minimum tax net operating loss deduction must be      
computed without regard to any excess inclusions.                               

Tax-Related Restrictions on Transfer of Residual Securities           

Disqualified Organizations. If any legal or beneficial interest in a  
Residual Security is transferred to a Disqualified Organization (as defined     
below), a tax would be imposed in an amount equal to the product of (i) the     
present value of the total anticipated excess inclusions with respect to such   
Residual Security for periods after the transfer and (ii) the highest marginal  
federal income tax rate applicable to corporations. The REMIC Regulations       
provide that the anticipated excess inclusions are based on actual prepayment   
experience to the date of the transfer and projected payments based on the      
Prepayment Assumption. The present value rate equals the applicable Federal rate
under Code Section 1274(d) as of the date of the transfer for a term ending with
the last calendar quarter in which excess inclusions are expected to accrue.    
Such rate is applied to the anticipated excess inclusions from the end of the   
remaining calendar quarters in which they arise to the date of the transfer.    
Such a tax generally would be imposed on the transferor of the Residual         
Security, except that where such transfer is through an agent (including a      
broker, nominee, or other middleman) for a Disqualified Organization, the tax   
would instead be imposed on such agent. However, a transferor of a Residual     
Security would in no event be liable for such tax with respect to a transfer if 
the transferee furnished to the transferor an affidavit stating that the        
transferee is not a Disqualified Organization and, as of the time of the        
transfer, the transferor does not have actual knowledge that such affidavit is  
false. The tax also may be waived by the IRS if the Disqualified Organization   
promptly disposes of the Residual Security and the transferor pays income tax at
the highest corporate rate on the excess inclusion for the period the Residual  
Security is actually held by the Disqualified Organization.                     

In addition, if a Pass-Through Entity (as defined below) has excess   
inclusion income with respect to a Residual Security during a taxable year and a
Disqualified Organization is the record holder of an equity interest in such    
entity, then a tax is imposed on such entity equal to the product of (i) the    
amount of excess inclusions that are allocable to the interest in the           
Pass-Through Entity during the period such interest is held by such Disqualified
Organization, and (ii) the highest marginal federal corporate income tax rate.  
Such tax would be deductible from the ordinary gross income of the Pass-Through 
Entity for the taxable year. The Pass-Through Entity would not be liable for    
such tax if it has received an affidavit from such record holder that it is not 
a Disqualified Organization or stating such holder's taxpayer identification    
number and, during the period such person is the record holder of the Residual  
Security, the Pass-Through Entity does not have actual knowledge that such      
affidavit is false.                                                             

     If an "electing large partnership" holds a Residual Security, all interests
in the electing large partnership are treated as held by Disqualified           
Organizations for purposes of the tax imposed upon a Pass-Through Entity by     
section 860E(c) of the Code. An exception to this tax, otherwise available to a 
Pass-Through Entity that is furnished certain affidavits by record holders of   
interests in the entity and that does not know such affidavits are false, is not
available to an electing large partnership.                                     

For these purposes, (i) "Disqualified Organization" means the United  
States, any state or political subdivision thereof, any foreign government, any 
international organization, any agency or instrumentality of any of the         
foregoing (provided, that such term does not include an instrumentality if all  
of its activities are subject to tax and a majority of its board of directors in
not selected by any such governmental entity), any cooperative organization     
furnishing electric energy or providing telephone service or persons in rural   
areas as described in Code Section 1381(a)(2)(C), and any organization (other   
than a farmers' cooperative described in Code Section 531) that is exempt from  
taxation under the Code unless such organization is subject to the tax on       
unrelated business income imposed by Code Section 511, (ii) "Pass-Through       
Entity" means any regulated investment company, real estate investment trust,   
common trust fund, partnership, trust or estate and certain corporations        
operating on a cooperative basis. Except as may be provided in Treasury         
regulations, any person holding an interest in a Pass-Through Entity as a       
nominee for another will, with respect to such interest, be treated as a        
Pass-Through Entity, and (iii) an "electing large partnership" means any        
partnership having more than 100 members during the preceding tax year (other   
than certain service partnerships and commodity pools), which elect to apply    
simplified reporting provisions under the Code.                                 

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   The Pooling and Servicing Agreement with respect to a Series will provide
that no legal or beneficial interest in a Residual Security may be transferred  
or registered unless (i) the proposed transferee furnished to the transferor and
the Trustee an affidavit providing its taxpayer identification number and       
stating that such transferee is the beneficial owner of the Residual Security   
and is not a Disqualified Organization and is not purchasing such Residual      
Security on behalf of a Disqualified Organization (i.e., as a broker, nominee or
middleman thereof) and (ii) the transferor provides a statement in writing to   
the Trustee that it has no actual knowledge that such affidavit is false.       
Moreover, the Pooling and Servicing Agreement will provide that any attempted or
purported transfer in violation of these transfer restrictions will be null and 
void and will vest no rights in any purported transferee. Each Residual Security
with respect to a Series will bear a legend referring to such restrictions on   
transfer, and each Residual Holder will be deemed to have agreed, as a condition
of ownership thereof, to any amendments to the related Pooling and Servicing    
Agreement required under the Code or applicable Treasury regulations to         
effectuate the foregoing restrictions. Information necessary to compute an      
applicable excise tax must be furnished to the IRS and to the requesting party  
within 60 days of the request, and the Depositor or the Trustee may charge a fee
for computing and providing such information.                                   

Noneconomic Residual Interests. The REMIC Regulations would disregard 
certain transfers of Residual Securities, in which case the transferor would    
continue to be treated as the owner of the Residual Securities and thus would   
continue to be subject to tax on its allocable portion of the net income of the 
REMIC Pool. Under the REMIC Regulations, a transfer of a "noneconomic residual  
interest" (as defined below) to a Residual Holder (other than a Residual Holder 
who is not a U.S. Person as defined below under "--Foreign Investors") is       
disregarded for all federal income tax purposes if a significant purpose of the 
transfer is to impede the assessment or collection of tax. A residual interest  
in a REMIC (including a residual interest with a positive value at issuance) is 
a "noneconomic residual interest" unless, at the time of the transfer, (i) the  
present value of the expected future distributions on the residual interest at  
least equals the product of the present value of the anticipated excess         
inclusions and the highest corporate income tax rate in effect for the year in  
which the transfer occurs, and (ii) the transferor reasonably expects that the  
transferee will receive distributions from the REMIC at or after the time at    
which taxes accrue on the anticipated excess inclusions in an amount sufficient 
to satisfy the accrued taxes on each excess inclusion. The anticipated excess   
inclusions and the present value rate are determined in the same manner as set  
forth above under "--Disqualified Organizations." The REMIC Regulations explain 
that a significant purpose to impede the assessment or collection of tax exists 
if the transferor, at the time of the transfer, either knew or should have known
that the transferee would be unwilling or unable to pay taxes due on its share  
of the taxable income of the REMIC. Under the REMIC Regulations, as amended on  
July 19, 2002, a safe harbor is provided if (i) the transferor conducted, at the
time of the transfer, a reasonable investigation of the financial condition of  
the transferee and found that the transferee historically had paid its debts as 
they came due and found no significant evidence to indicate that the transferee 
would not continue to pay its debts as they came due in the future, (ii) the    
transferee represents to the transferor that it understands that, as the holder 
of the non-economic residual interest, the transferee may incur liabilities in  
excess of any cash flows generated by the interest and that the transferee      
intends to pay taxes associated with holding the residual interest as they      
become due and (iii) the transferee represents to the transferor that it will   
not cause income from the Residual Security to be attributable to a foreign     
permanent establishment or fixed base (within the meaning of an applicable      
income tax treaty) of the transferee or any other person. The Pooling and       
Servicing Agreement with respect to each Series of Certificates will require the
transferee of a Residual Security to certify to the matters in the preceding    
sentence as part of the affidavit described above under the heading             
"Disqualified Organizations."                                                   

     In addition to the three conditions set forth above for the transferor of a
noneconomic residual interest to be presumed not to have knowledge that the     
transferee would be unwilling or unable to pay taxes due on its share of the    
taxable income of the REMIC, the REMIC Regulations contain a fourth condition   
for the transferor to be presumed to lack such knowledge. This fourth condition 
requires that one of the two following tests be satisfied: Either               

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       (a) the present value of the anticipated tax liabilities associated
with holding the noneconomic residual interest not exceed the sum of: 

     (i) the present value of any consideration given to the
transferee to acquire the interest;                         

               (ii)the present value of the expected future distributions on the
interest; and                                               

               (iii) the present value of the anticipated tax savings associated
with holding the interest as the REMIC generates losses.    

     For purposes of these computations, the transferee is assumed to pay tax at
the highest corporate rate of tax specified in the Code or, in certain
  circumstances, the alternative minimum tax rate. Further, present values
generally are computed using a discount rate equal to the short-term  
    Federal rate set forth in Section 1274(d) of the Code for the month of the
transfer and the compounding period used by the transferee; or        

         (b) (i) the transferee must be a domestic "C" corporation (other than
 a corporation exempt from taxation or a regulated investment company or
real estate investment trust) that meets certain asset tests; (ii) the
transferee must agree in writing that any subsequent transfer of the  
  residual interest would be to an eligible "C" corporation and would meet
the requirements for a safe harbor transfer; and (iii) the facts and  
     circumstances known to the transferor on or before the date of the transfer
  must not reasonably indicate that the taxes associated with ownership of
the residual interest will not be paid by the transferee.             

 Unless otherwise indicated in the applicable Prospectus Supplement, the
Pooling and Servicing Agreement will not require that transfers of the Residual 
Securities meet the fourth requirement above, and thus meet the safe harbor.    
Persons considering the purchase of the Residual Securities should consult their
advisors regarding the advisability of meeting the safe harbor in any transfer  
of the Residual Securities.                                                     

 Foreign Investors. The REMIC Regulations provide that the transfer of a
Residual Security that has "tax avoidance potential" to a "foreign person" will 
be disregarded for all federal tax purposes. This rule appears intended to apply
to a transferee who is not a "U.S. Person" (as defined below), unless such      
transferee's income is effectively connected with the conduct of a trade or     
business within the United States. A Residual Security is deemed to have tax    
avoidance potential unless, at the time of the transfer, (i) the future value of
expected distributions equals at least 30% of the anticipated excess inclusions 
after the transfer, and (ii) the transferor reasonably expects that the         
transferee will receive sufficient distributions from the REMIC Pool at or after
the time at which the excess inclusions accrue and prior to the end of the next 
succeeding taxable year for the accumulated withholding tax liability to be     
paid. If the non-U.S. Person transfers the Residual Security back to a U.S.     
Person, the transfer will be disregarded and the foreign transferor will        
continue to be treated as the owner unless arrangements are made so that the    
transfer does not have the effect of allowing the transferor to avoid tax on    
accrued excess inclusions.                                                      

The prospectus supplement relating to the Certificates of a Series may
provide that a Residual Security may not be purchased by or transferred to any  
person that is not a U.S. Person or may describe the circumstances and          
restrictions pursuant to which such a transfer may be made. The term "U.S.      
Person" means a citizens or resident of the United States, a corporation or     
partnership (unless, in the case of a partnership, Treasury regulations are     
adopted that provide otherwise) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, including an      
entity treated as a corporation or partnership for federal income tax purposes, 
an estate that is subject to U.S. federal income tax regardless of the source of
its income, or a trust if a court within the United States is able to exercise  
primary supervision over the administration of such trust and one or more such  
U.S. Persons have the authority to control all substantial decisions of such    
trust (or, to the extent provided in applicable Treasury regulations, certain   
trusts in existence on August 20, 1996 which are eligible to elect to be treated
as U.S. Persons).                                                               

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Sale or Exchange of a Residual Security                               

    Upon the sale or exchange of a Residual Security, the Residual Holder will
recognize gain or loss equal to the excess, if any, of the amount realized over 
the adjusted basis (as described above under "--Taxation of Owners of Residual  
Securities--Basis and Losses") of such Residual Holder in such Residual Security
at the time of the sale or exchange. In addition to reporting the taxable income
of the REMIC Pool, a Residual Holder will have taxable income to the extent that
any cash distribution to it from the REMIC Pool exceeds such adjusted basis on  
that Distribution Date. Such income will be treated as gain from the sale or    
exchange of the Residual Holder's Residual Security, in which case, if the      
Residual Holder has an adjusted basis in its Residual Security remaining when   
its interest in the REMIC Pool terminates, and if it holds such Residual        
Security as a capital asset under Code Section 1221, then it will recognize a   
capital loss at that time in the amount of such remaining adjusted basis.       

 Any gain on the sale of a Residual Security will be treated as ordinary
income (i) if a Residual Security is held as part of a "conversion transaction" 
as defined in Code Section 1258(c), up to the amount of interest that would have
accrued on the Residual Holder's net investment in the conversion transaction at
120% of the appropriate applicable Federal rate in effect at the time the       
taxpayer entered into the transaction minus any amount previously treated as    
ordinary income with respect to any prior disposition of property that was held 
as a part of such transaction or (ii) in the case of a non-corporate taxpayer,  
to the extent such taxpayer has made an election under Code Section 163(d)(4) to
have net capital gains taxed as investment income at ordinary income rates. In  
addition, gain or loss recognized from the sale of a Residual Security by       
certain banks or thrift institutions will be treated as ordinary income or loss 
pursuant to Code Section 582(c).                                                

  The Conference Committee Report to the 1986 Act provides that, except as
provided in Treasury regulations yet to be issued, the wash sale rules of Code  
Section 1091 will apply to dispositions of Residual Securities where the seller 
of the Residual Security, during the period beginning six months before the sale
or disposition of the Residual Security and ending six months after such sale or
disposition, acquires (or enters into any other transaction that results in the 
application of Code Section 1091) any residual interest in any REMIC or any     
interest in a "taxable mortgage pool" (such as a non-REMIC owner trust) that is 
economically comparable to a Residual Security.                                 

The Residual Holder that recognize a loss on a sale or exchange of a  
Residual Security for federal income tax purposes in excess of certain threshold
amounts should consult their tax advisors as to the need to file IRS Form 8886  
(disclosing certain potential tax shelters) on their federal income tax returns.

Mark to Market Regulations                                            

 The IRS has issued final regulations (the "Mark to Market Regulations")
under Code Section 475 relating to the requirement that a securities dealer mark
to market securities held for sale to customers. This mark-to-market requirement
applies to all securities of a dealer, except to the extent that the dealer has 
specifically identified a security as held for investment. The Mark to Market   
Regulations provide that, for purposes of this mark to market requirement, a    
Residual Security is not treated as a security and thus may not be marked to    
market.                                                                         

Taxes That May Be Imposed on the REMIC Pool                           

Prohibited Transactions                                               

Income from certain transaction by the REMIC Pool, called prohibited  
transactions, will not be part of the calculation of income or loss includable  
in the federal income tax returns of Residual Holders, but rather will be taxed 
directly to the REMIC Pool at a 100% rate. Prohibited transactions generally    
include (i) the disposition of a qualified mortgages other than for (a)         
substitution within two years of the Startup Day for a defective (including a   
defaulted) obligation (or repurchase in lieu of substitution of a defective     
(including a defaulted) obligation at any time) or for any qualified mortgage   
within three months of the Startup Day, (b) foreclosure, default, or imminent   
default of a qualified mortgage, (c) bankruptcy or insolvency of the REMIC Pool,
or (d) a qualified (complete) liquidation, (ii) the receipt of income from      
assets that are not the type of mortgages or investments that the REMIC Pool is 
permitted to hold, (iii) the receipt of compensation for services, or (iv) the  
receipt of gain from disposition of cash flow investments other than pursuant to
a qualified liquidation. Notwithstanding (i) and (iv), it is not a prohibited   
transaction to sell a qualified mortgage or cash flow investment held by a REMIC
Pool to prevent a default on Regular Securities as a result of a default on     
qualified mortgages or to facilitate a clean-up call (generally, an optional    
termination to save administrative costs when no more than a small percentage of
the Securities is outstanding). The REMIC Regulations indicate that the         
modification of a Mortgage Loan generally will not be treated as a disposition  
if it is occasioned by a default or reasonably foreseeable default, an          
assumption of the Mortgage Loan, the waiver of a due-on-sale or                 
due-on-encumbrance clause, or the conversion of an interest rate by a mortgagor 
pursuant to the terms of a convertible adjustable rate Mortgage Loan.           

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Contributions to the REMIC Pool After the Startup Day                 

   In general, the REMIC Pool will be subject to a tax at a 100% rate on the
value of any property contributed to the REMIC Pool after the Startup Day.      
Exceptions are provided for cash contributions to the REMIC Pool (i) during the 
three months following the Startup Day, (ii) made to a qualified reserve fund by
a Residual Holder, (iii) in the nature of a guarantee, (iv) made to facilitate a
qualified liquidation or clean-up call, and (v) as otherwise permitted in       
Treasury regulations yet to be issued. It is not anticipated that there will be 
any contributions to the REMIC Pool after the Startup Day.                      

Net Income from Foreclosure Property                                  

The REMIC Pool will be subject of federal income tax at the highest   
corporate rate on "net income from foreclosure property," determined by         
reference to the rules applicable to real estate investment trusts. Generally,  
property acquired by deed in lieu of foreclosure would be treated as            
"foreclosure property" for a period ending with the close of the third calendar 
year beginning after the year in which the REMIC Pool acquires such property,   
with a possible extension. Net income from foreclosure property generally means 
gain from the sale of a foreclosure property that is inventory property and     
gross income from foreclosure property other than qualifying rents and other    
qualifying income for a real estate investment trust. It is not anticipated that
the REMIC Pool will have any taxable net income from foreclosure property.      

Liquidation of the REMIC Pool                                         

   If a REMIC Pool adopts a plan of complete liquidation, within the meaning
of Code Section 860F(a)(4)(A)(i), which may be accomplished by designating in   
the REMIC Pool's final tax return a date on which such adoption is deemed to    
occur, and sells all of its assets (other than cash) within a 90-day period     
beginning on such date, the REMIC Pool will not be subject to the prohibited    
transaction rules on the sale of its assets, provided that the REMIC Pool       
credits or distributes in liquidation all of the sale proceeds plus its cash    
(other than amounts retained to meet claims) to holders of Regular Securities   
and Residual Holders within the 90-day period.                                  

Administrative Matters                                                

  The REMIC Pool will be required to maintain its books on a calendar year
basis and to file federal income tax returns for federal income tax purposes in 
a manner similar to a partnership. The form for such income tax return is Form  
1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return. The       
Trustee will be required to sign the REMIC Pool's returns. Treasury regulations 
provide that, except where there is a single Residual Holder for an entire      
taxable year, the REMIC Pool will be subject to the procedural and              
administrative rules of the Code applicable to partnerships, including the      
determination by the IRS of any adjustments to, among other things, items of    
REMIC income, gain, loss, deduction, or credit in a unified administrative      
proceeding. The Master Servicer will be obligated to act as "tax matters        
person," as defined in applicable Treasury regulations, with respect to the     
REMIC Pool as agent of the Residual Holders holding the largest percentage      
interest in the Residual Securities. If the Code or applicable Treasury         
regulations do not permit the Master Servicer to act as tax matters person in   
its capacity as agent of such Residual Holder, such Residual Holder or such     
other person specified pursuant to Treasury regulations will be required to act 
as tax matters person. The tax matters person generally has responsibility for  
overseeing and providing notice to the other Residual Holders of certain        
administrative and judicial proceedings regarding the REMIC Pool's tax affairs, 
although other holders of the Residual Securities of the same Series would be   
able to participate in such proceedings in appropriate circumstances.           

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Limitations on Deduction of Certain Expenses                          

An investor who is an individual, estate, or trust will be subject to 
limitation with respect to certain itemized deductions described in Code Section
67, to the extent that such itemized deductions, in the aggregate, do not exceed
2% of the investor's adjusted gross income. In addition, Code Section 68        
provides that itemized deductions otherwise allowable for a taxable year of an  
individual taxpayer will be reduced by the lesser of (i) 3% of the excess, if   
any, of adjusted gross income over a statutory threshold amount or (ii) 80% of  
the amount of itemized deductions otherwise allowable for such year. These      
limitations will be phased out and eliminated by 2010. In the case of a REMIC   
Pool, such deductions may include deductions under Code Section 212 for the     
Servicing Fee and all administrative and other expenses relating to the REMIC   
Pool, or any similar expenses allocated to the REMIC Pool with respect to a     
regular interest it holds in another REMIC. Such investors who hold REMIC       
Securities either directly or indirectly through certain pass-through entities  
may have their pro rata share of such expenses allocated to them as additional  
gross income, but may be subject to such limitation on deductions. In addition, 
such expenses are not deductible at all for purposes of computing the           
alternative minimum tax, and may cause such investors to be subject to          
significant additional tax liability. Temporary Treasury regulations provide    
that the additional gross income and corresponding amount of expenses generally 
are to be allocated entirely to the holders of Residual Securities in the case  
of a REMIC Pool that would not qualify as a fixed investment trust in the       
absence of a REMIC election. With respect to a REMIC Pool that would be         
classified as an investment trust in the absence of a REMIC election or that is 
substantially similar to an investment trust, any holder of a Regular Security  
that is an individual, trust, estate, or pass-through entity also will be       
allocated its pro rata share of such expenses and a corresponding amount of     
income and will be subject to the limitations or deductions imposed by Code     
Sections 67 and 68, as described above. Unless indicated otherwise in the       
applicable prospectus supplement, all such expenses will be allocable to the    
Residual Securities. In general, such allocable portion will be determined based
on the ratio that a REMIC Securityholder's income, determined on a daily basis, 
bears to the income of all holders of Regular Securities and Residual Securities
with respect to a REMIC Pool. As a result, individuals, estates or trusts       
holding REMIC Securities (either directly or indirectly through a grantor trust,
partnership, S corporation, REMIC, or certain other pass-through entities       
described in the foregoing temporary Treasury regulations) may have taxable     
income in excess of the interest income at the pass-through rate on Regular     
Securities that are issued in a single Class or otherwise consistently with     
fixed investment trust status or in excess of cash distributions for the related
period on Residual Securities.                                                  

Taxation of Certain Foreign Investors                                 

Regular Securities                                                    

Interest, including original issue discount, distributable to Regular 
Securityholders who are non-resident aliens, foreign corporations, or other     
Non-U.S. Persons (as defined below), generally will be considered "portfolio    
interest" and, therefore, generally will not be subject to 30% United States    
withholding tax, provided that (i) such interest is not effectively connected   
with the conduct of a trade or business in the United States of the             
Securityholder, (ii) such Non-U.S. Person is not a "10-percent shareholder"     
within the meaning of Code Section 871(h)(3)(B) or a controlled foreign         
corporation described in Code Section 881(c)(3)(C) and (iii) such Non-U.S.      
Person provides the Trustee, or the person who would otherwise be required to   
withhold tax from such distributions under Code Section 1441 or 1442, with an   
appropriate statement, signed under penalties of perjury, identifying the       
beneficial owner and stating, among other things, that the beneficial owner of  
the Regular Security is a Non-U.S. Person. If such statement, or any other      
required statement, is not provided, 30% withholding will apply unless reduced  
or eliminated pursuant to an applicable tax treaty or unless the interest on the
Regular Security is effectively connected with the conduct of a trade or        
business within the United States by such Non-U.S. Person. In the latter case,  
such Non-U.S. Person will be subject to United States federal income tax at     
regular rates. Investors who are Non-U.S. Persons should consult their own tax  
advisors regarding the specific tax consequences to them of owning a Regular    
Security. The term "Non-U.S. Person" means any person who is not a U.S. Person. 

    The IRS has issued final regulations (the "Withholding Regulations") which
would provide alternative methods of satisfying the beneficial ownership        
certification requirement described above effective January 1, 2001. The        
Withholding Regulations provide for a new series of withholding certificates    
that must be used for all payments after December 31, 2000. The Withholding     
Regulations require, in the case of Regular Securities held by a foreign        
partnership, that (x) the certification described above be provided by the      
partners rather than by the foreign partnership and (y) the partnership provide 
certain information, including a United States taxpayer identification number in
certain circumstances. A look-through rule applies in the case of tiered        
partnerships. Non-U.S. Persons should consult their own tax advisors concerning 
the application of the certification requirements in the Withholding            
Regulations.                                                                    

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Residual Securities                                                   

     The Conference Committee Report to the 1986 Act indicates that amounts paid
to Residual Holders who are Non-U.S. Persons generally should be treated as     
interest for purposes of the 30% (or lower treaty rate) United States           
withholding tax. Treasury regulations provide that amount distributed to        
Residual Holders may qualify as "portfolio interest," subject to the conditions 
described in "--Regular Securities" above, but only to the extent that (i) the  
Mortgage Loans were issued after July 18, 1984 and (ii) the Trust Fund or       
segregated pool of assets therein (as to which a separate REMIC election will be
made), to which the Residual Security relates, consists of obligations issued in
"registered form" within the meaning of Code Section 163(f)(1). Generally,      
Mortgage Loans will not be, but regular interests in another REMIC Pool will be,
considered obligations issued in registered form. Furthermore, Residual Holders 
will not be entitled to any exemption from the 30% withholding tax (or lower    
treaty rate) to the extent of that portion of REMIC taxable income that         
constitutes an "excess inclusion." See "--Taxation of Owners of Residual        
Securities--Limitations on Offset or Exemption of REMIC Income." If the amounts 
paid to Residual Holders who are Non-U.S. Persons are effectively connected with
the conduct of a trade or business within the United States by such Non-U.S.    
Persons, 30% (or lower treaty rate) withholding will not apply. Instead, the    
amounts paid to such Non-U.S. Persons will be subject to United States federal  
income tax at regular rates. If 30% (or lower treaty rate) withholding is       
applicable, such amounts generally will be taken into account for purposes of   
withholding only when paid or otherwise distributed (or when the Residual       
Security is disposed of) under rules similar to withholding upon disposition of 
debt instruments that have original issue discount. See "--Taxation of Owners of
Residual Securities--Tax-Related Restrictions on Transfer of Residual           
Securities--Foreign Investors" above concerning the disregard of certain        
transfers having "tax avoidance potential." Investors who are Non-U.S. Persons  
should consult their own tax advisors regarding the specific tax consequences to
them of owning Residual Securities.                                             

Backup Withholding                                                    

     Distributions made on the Regular Securities, and proceeds from the sale of
the Regular Securities to or through certain brokers, may be subject to a       
"backup" withholding tax under Code Section 3406 of 28% (increasing to 31% after
2010) on "reportable payments" (including interest distributions, original issue
discount, and, under certain circumstances, principal distributions) unless the 
Regular Holder complies with certain reporting and/or certification procedures, 
including the provision of its taxpayer identification number to the Trustee,   
its agent or the broker who effected the sale of the Regular Security, or such  
Holder is otherwise an exempt recipient under applicable provisions of the Code.
Any amounts to be withheld from distribution on the Regular Securities would be 
refunded by the IRS or allowed as a credit against the Regular Holder's federal 
income tax liability. The Withholding Regulations change certain of the rules   
relating to certain presumptions relating to information reporting and backup   
withholding. Non-U.S. Persons are urged to contact their own tax advisors       
regarding the application to them of backup withholding and information         
reporting.                                                                      

Reporting Requirements                                                

Reports of accrued interest, original issue discount and information  
necessary to compute the accrual of market discount will be made annually to the
IRS and to individuals, estates, non-exempt and non-charitable trusts, and      
partnerships who are either holders of record of Regular Securities or          
beneficial owners who own Regular Securities through a broker or middleman as   
nominee. All brokers, nominees and all other non-exempt holders of record of    
Regular Securities (including corporations, non-calendar year taxpayers,        
securities or commodities dealers, real estate investment trusts, investment    
companies, common trust funds, thrift institutions and charitable trusts) may   
request such information for any calendar quarter by telephone or in writing by 
contacting the person designated in Internal Revenue Service Publication 938    
with respect to a particular Series of Regular Securities. Holders through      
nominees must request such information from the nominee.                        

 The IRS's Form 1066 has an accompanying Schedule Q, Quarterly Notice to
Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation.       
Treasury regulations require that Schedule Q be furnished by the REMIC Pool to  
each Residual Holder by the end of the month following the close of each        
calendar quarter (41 days after the end of a quarter under proposed Treasury    
regulations) in which the REMIC Pool is in existence). Treasury regulations     
require that, in addition to the foregoing requirements, information must be    
furnished quarterly to Residual Holders, furnished annually, if applicable, to  
holders of Regular Securities, and filed annually with the IRS concerning Code  
Section 67 expenses (see "--Taxes That May Be Imposed on the REMIC              
Pool--Limitations on Deduction of Certain Expenses" above) allocable to such    
holders. Furthermore, under such regulations, information must be furnished     
quarterly to Residual Holders, furnished annually to holders of Regular         
Securities, and filed annually with the IRS concerning the percentage of the    
REMIC Pool's assets meeting the qualified asset tests described above under     
"Characterization of Investments in REMIC Securities."                          

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    Residual Holders should be aware that their responsibilities as holders of
the residual interest in a REMIC Pool, including the duty to account for their  
shares of the REMIC Pool's income or loss on their returns, continue for the    
life of the REMIC Pool, even after the principal and interest on their Residual 
Securities have been paid in full.                                              

Treasury regulations provide that a Residual Holder is not required to
treat items on its return consistently with their treatment on the REMIC Pool's 
return if the Holder owns 100% of the Residual Securities for the entire        
calendar year. Otherwise, each Residual Holder is required to treat items on its
returns consistently with their treatment on the REMIC Pool's return, unless the
Holder either files a statement identifying the inconsistency or establishes    
that the inconsistency resulted from incorrect information received from the    
REMIC Pool. The IRS may assess a deficiency resulting from a failure to comply  
with the consistency requirement without instituting an administrative          
proceeding at the REMIC Pool level. Any person that holds a Residual Security as
a nominee for another person may be required to furnish the related REMIC Pool, 
in a manner to be provided in Treasury regulations, with the name and address of
such person and other specified information.                                    

Grantor Trust Funds                                                             

Classification of Grantor Trust Funds                                 

With respect to each Series of Grantor Trust Securities, assuming     
compliance with all provisions of the applicable Agreement, the related Grantor 
Trust Fund will be classified as a grantor trust under subpart E, part I of     
subchapter J of the Code and not as a partnership, an association taxable as a  
corporation, or a "taxable mortgage pool" within the meaning of Code Section    
7701(i). Accordingly, each holder of a Grantor Trust Security generally will be 
treated as the beneficial owner of an undivided interest in the Mortgage Loans  
included in the Grantor Trust Fund.                                             

Standard Securities                                                             

General                                                               

   Where there is no Retained Interest or "excess" servicing with respect to
the Mortgage Loans underlying the Securities of a Series, and where such        
Securities are not designated as "Stripped Securities," the holder of each such 
Security in such Series (referred to herein as "Standard Securities") will be   
treated as the owner of a pro rata undivided interest in the ordinary income and
corpus portions of the Grantor Trust Fund represented by its Standard Security  
and will be considered the beneficial owner of a pro rata undivided interest in 
each of the Mortgage Loans, subject to the discussion below under               
"--Recharacterization of Servicing Fees." Accordingly, the holder of a Standard 
Security of a particular Series will be required to report on its federal income
tax return its pro rata share of the entire income from the Mortgage Loans      
represented by its Standard Security, including interest at the coupon rate on  
such Mortgage Loans, original issue discount (if any), prepayment fees,         
assumption fees, and late payment charges received by the Servicer, in          
accordance with such Securityholder's method of accounting. A Securityholder    
generally will be able to deduct its share of the Servicing Fee and all         
administrative and other expenses of the Trust Fund in accordance with its      
method of accounting, provided that such amounts are reasonable compensation for
services rendered to that Grantor Trust Fund. However, investors who are        
individuals, estates or trusts who own Securities, either directly or indirectly
through certain pass-through entities, will be subject to limitations with      
respect to certain itemized deductions described in Code Section 67, including  
deductions under Code Section 212 for the Servicing Fee and all such            
administrative and other expenses of the Grantor Trust Fund, to the extent that 
such deductions, in the aggregate, do not exceed two percent of an investor's   
adjusted gross income. In addition, Code Section 68 provides that itemized      
deductions otherwise allowable for a taxable year of an individual taxpayer will
be reduced by the lesser of (i) 3% of the excess, if any, of adjusted gross     
income over a statutory threshold amount or (ii) 80% of the amount of itemized  
deductions otherwise allowable for such year. These limitations will be phased  
out and eliminated by 2010. As a result, such investors holding Standard        
Securities, directly or indirectly through a pass-through entity, may have      
aggregate taxable income in excess of the aggregate amount of cash received on  
such Standard Securities with respect to interest at the pass-through rate or as
discount income on such Standard Securities. In addition, such expenses are not 
deductible at all for purposes of computing the alternative minimum tax, and may
cause such investors to be subject to significant additional tax liability.     
Moreover, where there is Retained Interest with respect to the Mortgage Loans   
underlying a Series of Securities or where the servicing fees are in excess of  
reasonable servicing compensation, the transaction will be subject to the       
application of the "stripped bond" and "stripped coupon" rules of the Code, as  
described below under "--Stripped Securities" and "--Recharacterization of      
Servicing Fees," respectively.                                                  

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     Holders of Standard Securities, particularly any Class of a Series which is
a Subordinate Security, may incur losses of interest or principal with respect  
to the Mortgage Loans. Such losses would be deductible generally only as        
described above under "--REMICs--Taxation of Owners of Regular                  
Securities--Treatment of Losses," except that Securityholders on the cash method
of accounting would not be required to report qualified stated interest as      
income until actual receipt.                                                    

Tax Status                                                            

 With respect to a Series, Cadwalader, Wickersham & Taft LLP or Hunton &
Williams LLP has advised the Depositor that, except with respect to a Trust Fund
consisting of Unsecured Home Improvement Loans:                                 

o    A Standard Security owned by a "domestic building and loan       
       association" within the meaning of Code Section 7701(a)(19) will be
       considered to represent "loans . . . secured by an interest in real
         property which is . . . residential real property" within the meaning
      of Code Section 7701(a)(19)(C)(v), provided that the real property
        securing the Mortgage Loans represented by that Standard Security is
of the type described in such section of the Code.          

  o    A Standard Security owned by a real estate investment trust will be
      considered to represent "real estate assets" within the meaning of
          Code Section 856(c)(4)(A) to the extent that the assets of the related
          Grantor Trust Fund consist of qualified assets, and interest income on
      such assets will be considered "interest on obligations secured by
         mortgages on real property" to such extent within the meaning of Code
Section 856(c)(3)(B).                                       

   o    A Standard Security owned by a REMIC will be considered to represent
 an "obligation (including any participation or certificate of
    beneficial ownership therein) which is principally secured by an
 interest in real property" within the meaning of Code Section
      860G(a)(3)(A) to the extent that the assets of the related Grantor
          Trust Fund consist of "qualified mortgages" within the meaning of Code
Section 860G(a)(3).                                         

   An issue arises as to whether Buydown Mortgage Loans may be characterized
in their entirety under the Code provisions cited in the first two bullet points
above or whether the amount qualifying for such treatment must be reduced by the
amount of the Buydown Funds. There is indirect authority supporting treatment of
an investment in a Buydown Mortgage Loan as entirely secured by real property if
the fair market value of the real property securing the loan exceeds the        
principal amount of the loan at the time of issuance or acquisition, as the case
may be. There is no assurance that the treatment described above is proper.     
Accordingly, Securityholders are urged to consult their own tax advisors        
concerning the effects of such arrangements on the characterization of such     
Securityholder's investment for federal income tax purposes.                    

Premium and Discount                                                  

  Securityholders are advised to consult with their tax advisors as to the
federal income tax treatment of premium and discount arising either upon initial
acquisition of Standard Securities or thereafter.                               

    Premium. The treatment of premium incurred upon the purchase of a Standard
Security will be determined generally as described above under                  
"--REMICs--Taxation of Owners of Residual Securities--Premium." The rules       
allowing for the amortization of premium are available with respect to Mortgage 
Loans originated after September 27, 1985.                                      

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    Original Issue Discount. The original issue discount rules of Code Section
1271 through 1275 will be applicable to a Securityholder's interest in those    
Mortgage Loans as to which the conditions for the application of those sections 
are met. Rules regarding periodic inclusion of original issue discount income   
generally are applicable to mortgages originated after March 2, 1984. Under the 
OID Regulations, original issue discount could arise by the charging of points  
by the originator of the mortgages in an amount greater than the statutory de   
minimis exception, including a payment of points that is currently deductible by
the borrower under applicable Code provisions or, under certain circumstances,  
by the presence of "teaser" rates on the Mortgage Loans. See "--Stripped        
Securities" below regarding original issue discount on Stripped Securities.     

     Original issue discount generally must be reported as ordinary gross income
as it accrues under a constant interest method that takes into account the      
compounding of interest, in advance of the cash attributable to such income.    
Unless indicated otherwise in the applicable prospectus supplement, no          
prepayment assumption will be assumed for purposes of such accrual. However,    
Code Section 1272 provides for a reduction in the amount of original issue      
discount includable in the income of a holder of an obligation that acquires the
obligation after its initial issuance at a price greater than the sum of the    
original issue price and the previously accrued original issue discount, less   
prior payments of principal. Accordingly, if such Mortgage Loans acquired by a  
Securityholder are purchased at a price equal to the then unpaid principal      
amount of such Mortgage Loans, no original issue discount attributable to the   
difference between the issue price and the original principal amount of such    
Mortgage Loans (i.e., points) will be includable by such holder.                

Market Discount. Securityholders also will be subject to the market   
discount rules to the extent that the conditions for application of those       
sections are met. Market discount on the Mortgage Loans will be determined and  
will be reported as ordinary income generally in the manner described above     
under "--REMICs--Taxation of Owners of Regular Securities--Market Discount,"    
except that the ratable accrual methods described therein will not apply.       
Rather, the holder will accrue market discount pro rata over the life of the    
Mortgage Loans, unless the constant yield method is elected. Unless indicated   
otherwise in the applicable prospectus supplement, no prepayment assumption will
be assumed for purposes of such accrual.                                        

Recharacterization of Servicing Fees                                  

   If the servicing fees paid to a Servicer were deemed to exceed reasonable
servicing compensation, the amount of such excess would represent neither income
nor a deduction to Securityholders. In this regard, there are no authoritative  
guidelines for federal income tax purposes as to either the maximum amount of   
servicing compensation that may be considered reasonable in the context of this 
or similar transactions or whether, in the case of Standard Securities, the     
reasonableness of servicing compensation should be determined on a weighted     
average or loan-by-loan basis. If a loan-by-loan basis is appropriate, the      
likelihood that such amount would exceed reasonable servicing compensation as to
some of the Mortgage Loans would be increased. IRS guidance indicates that a    
servicing fee in excess of reasonable compensation ("excess servicing") will    
cause the Mortgage Loans to be treated under the "stripped bond" rules. Such    
guidance provides safe harbors for servicing deemed to be reasonable and        
requires taxpayers to demonstrate that the value of servicing fees in excess of 
such amounts is not greater than the value of the services provided.            

 Accordingly, if the IRS's approach is upheld, a Servicer who receives a
servicing fee in excess of such amounts would be viewed as retaining an         
ownership interest in a portion of the interest payments on the Mortgage Loans. 
Under the rules of Code Section 1286, the separation of ownership of the right  
to receive some or all of the interest payments on an obligation from the right 
to receive some or all of the principal payments on the obligation would result 
in treatment of such Mortgage Loans as "stripped coupons" and "stripped bonds." 
Subject to the de minimis rule discussed below under "Stripped Securities," each
stripped bond or stripped coupon could be considered for this purpose as a      
non-interest bearing obligation issued on the date of issue of the Standard     
Securities, and the original issue discount rules of the Code would apply to the
holder thereof. While Securityholders would still be treated as owners of       
beneficial interests in a grantor trust for federal income tax purposes, the    
corpus of such trust could be viewed as excluding the portion of the Mortgage   
Loans the ownership of which is attributed to the Servicer, or as including such
portion as a second Class of equitable interest. Applicable Treasury regulations
treat such an arrangement as a fixed investment trust, since the multiple       
Classes of trust interests should be treated as merely facilitating direct      
investments in the trust assets and the existence of multiple Classes of        
ownership interests is incidental to that purpose. In general, such a           
recharacterization should not have any significant effect upon the timing or    
amount of income reported by a Securityholder, except that the income reported  
by a cash method holder may be slightly accelerated. See "--Stripped Securities"
below for a further description of the federal income tax treatment of stripped 
bonds and stripped coupons.                                                     

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Sale or Exchange of Standard Securities                               

Upon sale or exchange of a Standard Securities, a Securityholder will 
recognize gain or loss equal to the difference between the amount realized on   
the sale and its aggregate adjusted basis in the Mortgage Loans and other assets
represented by the Security. In general, the aggregate adjusted basis will equal
the Securityholder's cost for the Standard Security, exclusive of accrued       
interest, increased by the amount of any income previously reported with respect
to the Standard Security and decreased by the amount of any losses previously   
reported with respect to the Standard Security and the amount of any            
distributions (other than accrued interest) received thereon. Except as provided
above with respect to market discount on any Mortgage Loans, and except for     
certain financial institutions subject to the provisions of Code Section 582(c),
any such gain or loss generally would be capital gain or loss if the Standard   
Security was held as a capital asset. However, gain on the sale of a Standard   
Security will be treated as ordinary income (i) if a Standard Security is held  
as part of a "conversion transaction" as defined in Code Section 1258(c), up to 
the amount of interest that would have accrued on the Securityholder's net      
investment in the conversion transaction at 120% of the appropriate applicable  
Federal rate in effect at the time the taxpayer entered into the transaction    
minus any amount previously treated as ordinary income with respect to any prior
disposition of property that was held as part of such transaction or (ii) in the
case of a non-corporate taxpayer, to the extent such taxpayer has made an       
election under Code Section 163(d)(4) to have net capital gains taxed as        
investment income at ordinary income rates. Long-term capital gains of certain  
noncorporate taxpayers generally are subject to a lower maximum tax rate than   
ordinary income or short-term capital gains of such taxpayers for property held 
for more than one year. The maximum tax rate for corporations currently is the  
same with respect to both ordinary income and capital gains.                    

    A Securityholder that recognize a loss on a sale or exchange of a Standard
Security for federal income tax purposes in excess of certain threshold amounts 
should consult their tax advisors as to the need to file IRS Form 8886          
(disclosing certain potential tax shelters) on their federal income tax returns.

Stripped Securities                                                             

General                                                               

    Pursuant to Code Section 1286, the separation of ownership of the right to
receive some or all of the principal payments on an obligation from ownership of
the right to receive some or all of the interest payments results in the        
creation of "stripped bonds" with respect to principal payments and "stripped   
coupons" with respect to interest payments. For purposes of this discussion,    
Securities that are subject to those rules will be referred to as "Stripped     
Securities." The Securities will be subject to those rules if (i) the Depositor 
or any of its affiliates retains (for its own account or for purposes of        
resale), in the form of Retained Interest or otherwise, an ownership interest in
a portion of the payments on the Mortgage Loans, (ii) the Depositor or any of   
its affiliates is treated as having an ownership interest in the Mortgage Loans 
to the extent it is paid (or retains) servicing compensation in an amount       
greater than reasonable consideration for servicing the Mortgage Loans (see     
"--Standard Securities--Recharacterization of Servicing Fees" above), and (iii) 
a Class of Securities are issued in two or more Classes or subclasses           
representing the right to non-pro-rata percentages of the interest and principal
payments on the Mortgage Loans.                                                 

In general, a holder of a Stripped Security will be considered to own 
"stripped bonds" with respect to its pro rata share of all or a portion of the  
principal payments on each Mortgage Loan and/or "stripped coupons" with respect 
to its pro rata share of all or a portion of the interest payments on each      
Mortgage Loan, including the Stripped Security's allocable share of the         
servicing fees paid to a Servicer, to the extent that such fees represent       
reasonable compensation for services rendered. See the discussion above under   
"--Standard Securities--Recharacterization of Servicing Fees." Although not free
from doubt, for purposes of reporting to Stripped Securityholders, the servicing
fees will be allocated to the Classes of Stripped Securities in proportion to   
the distributions to such Classes for the related period or periods. The holder 
of a Stripped Security generally will be entitled to a deduction each year in   
respect of the servicing fees, as described above under "--Standard             
Securities--General," subject to the limitation described therein.              

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    Code Section 1286 treats a stripped bond or a stripped coupon generally as
an obligation issued at an original issue discount on the date that such        
stripped interest is purchased. Although the treatment of Stripped Securities   
for federal income tax purposes is not clear in certain respects, particularly  
where such Stripped Securities are issued with respect to a Mortgage Pool       
containing variable-rate Mortgage Loans, the Depositor has been advised by      
counsel that (i) the Grantor Trust Fund will be treated as a grantor trust under
subpart E, part I of subchapter J of the Code and not as an association taxable 
as a corporation or a "taxable mortgage pool" within the meaning of Code Section
7701(i), and (ii) each Stripped Security should be treated as a single          
installment obligation for purposes of calculating original issue discount and  
gain or loss on disposition. This treatment is based on the interrelationship of
Code Section 1286, Code Sections 1272 through 1275, and the OID Regulations.    
Although it is possible that computations with respect to Stripped Securities   
could be made in one of the ways described below under "--Possible Alternative  
Characterizations," the OID Regulations state, in general, that two or more debt
instruments issued by a single issuer to a single investor in a single          
transaction should be treated as a single debt instrument. Accordingly, for     
original issue discount purposes, all payments on any Stripped Securities should
be aggregated and treated as though they were made on a single debt instrument. 
The Pooling and Servicing Agreement will require that the Trustee make and      
report all computations described below using this aggregate approach, unless   
substantial legal authority requires otherwise.                                 

Furthermore, Treasury regulations provide for treatment of a Stripped 
Security as a single debt instrument issued on the date it is purchased for     
purposes of calculating any original issue discount. In addition, under such    
regulations, a Stripped Security that represents a right to payments of both    
interest and principal may be viewed either as issued with original issue       
discount or market discount (as described below), at a de minimis original issue
discount, or, presumably, at a premium. This treatment indicates that the       
interest component of such a Stripped Security would be treated as qualified    
stated interest under the OID Regulations, assuming it is not an interest-only  
or super-premium Stripped Security. Further, these regulations provide that the 
purchaser of such a Stripped Security will be required to account for any       
discount as market discount rather than original issue discount if either (i)   
the initial discount with respect to the Stripped Security was treated as zero  
under the de minimis rule, or (ii) no more than 100 basis points in excess of   
reasonable servicing is stripped off the related Mortgage Loans. Any such market
discount would be reportable as described above under "--REMICs--Taxation of    
Owners of Regular Securities--Market Discount," without regard to the de minimis
rule therein, assuming that a prepayment assumption is employed in such         
computation.                                                                    

    The holder of a Stripped Security will be treated as owning an interest in
each of the Mortgage Loans held by the Grantor Trust Fund and will recognize an 
appropriate share of the income and expenses associated with the Mortgage Loans.
Accordingly, an individual, trust or estate that holds a Stripped Security      
directly or through a pass-through entity will be subject to the limitations on 
deductions imposed by Code Sections 67 and 68.                                  

   A holder of a Stripped Security, particularly any Class of a Series which
is a Subordinate Security, may deduct losses incurred with respect to the       
Stripped Security as described above under "--Standard Securities--General."    

Status of Stripped Securities                                         

No specific legal authority exists as to whether the character of the 
Stripped Securities, for federal income tax purposes, will be the same as that  
of the Mortgage Loans. Although the issue is not free from doubt, counsel has   
advised the Depositor that, except with respect to a Trust Fund consisting of   
Unsecured Home Improvement Loans, Stripped Securities owned by applicable       
holders should be considered to represent "real estate assets" within the       
meaning of Code Section 856(c)(4)(A), "obligation[s] . . . principally secured  
by an interest in real property which is . . . residential real estate" within  
the meaning of Code Section 860G(a)(3)(A), and "loans . . . secured by an       
interest in real property" within the meaning of Code Section 7701(a)(19)(C)(v),
and interest (including original issue discount) income attributable to Stripped
Securities should be considered to represent "interest on obligations secured by
mortgages on real property" within the meaning of Code Section 856(c)(3)(B),    
provided that in each case the Mortgage Loans and interest on such Mortgage     
Loans qualify for such treatment. The application of such Code provisions to    
Buydown Mortgage Loans is uncertain. See "--Standard Securities--Tax Status"    
above.                                                                          

Taxation of Stripped Securities                                       

    Original Issue Discount. Except as described above under "--General," each
Stripped Security will be considered to have been issued at an original issue   
discount for federal income tax purposes. Original issue discount with respect  
to a Stripped Security must be included in ordinary income as it accrues, in    
accordance with a constant yield method that takes into account the compounding 
of interest, which may be prior to the receipt of the cash attributable to such 
income. Based in part on the issue discount required to be included in the      
income of a holder of a Stripped Security (referred to in this discussion as a  
"Stripped Securityholder") in any taxable year likely will be computed generally
as described above under "--REMICs--Taxation of Owner of Regular                
Securities--Original Issue Discount" and "--Variable Rate Regular Securities."  
However, with the apparent exception of a Stripped Security qualifying as a     
market discount obligation as described above under "--General," the issue price
of a Stripped Security will be the purchase price paid by each holder thereof,  
and the stated redemption price at maturity will include the aggregate amount of
the payments, other than qualified stated interest, to be made on the Stripped  
Security to such Securityholder, presumably under the Prepayment Assumption.    

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  If the Mortgage Loans prepay at a rate either faster or slower than that
under the Prepayment Assumption, a Securityholder's recognition of original     
issue discount will be either accelerated or decelerated and the amount of such 
original issue discount will be either increased or decreased depending on the  
relative interests in principal and interest on each Mortgage Loan represented  
by such Securityholder's Stripped Security. While the matter is not free from   
doubt, the holder of a Stripped Security should be entitled in the year that it 
becomes certain (assuming no further prepayments) that the holder will not      
recover a portion of its adjusted basis in such Stripped Security to recognize a
loss (which may be a capital loss) equal to such portion of unrecoverable basis.

    As an alternative to the method described above, the fact that some or all
of the interest payments with respect to the Stripped Securities will not be    
made if the Mortgage Loans are prepaid could lead to the interpretation that    
such interest payments are "contingent" within the meaning of the OID           
Regulations. The OID Regulations, as they relate to the treatment of contingent 
interest, are by their terms not applicable to prepayable securities such as the
Stripped Securities. However, if final regulations dealing with contingent      
interest with respect to the Stripped Securities apply the same principles as   
the OID Regulations, such regulations may lead to different timing of income    
inclusion that would be the case under the OID Regulations. Furthermore,        
application of such principles could lead to the characterization of gain on the
sale of contingent interest Stripped Securities as ordinary income. Investors   
should consult their tax advisors regarding the appropriate tax treatment of    
Stripped Securities.                                                            

 Sale or Exchange of Stripped Securities. Sale or exchange of a Stripped
Security prior to its maturity will result in gain or loss equal to the         
difference, if any, between the amount received and the Securityholder's        
adjusted basis in such Stripped Security, as described above under              
"--REMICs--Taxation of Owners of Regular Securities--Sale or Exchange of Regular
Securities." Gain or loss from the sale or exchange of a Stripped Security      
generally will be capital gain or loss to the Securityholder if the Stripped    
Security is held as a "capital asset" within the meaning of Code Section 1221,  
and will be long-term or short-term depending on whether the Stripped Security  
has been held for the long-term capital gain holding period (currently, more    
than one year). To the extent that a subsequent purchaser's purchase price is   
exceeded by the remaining payments on the Stripped Securities, such subsequent  
purchaser will be required for federal income tax purposes to accrue and report 
such excess as if it were original issue discount in the manner described above.
It is not clear for this purpose whether the assumed prepayment rate that is to 
be used in the case of a Securityholder other than an original Securityholder   
should be the Prepayment Assumption or a new rate based on the circumstances at 
the date of subsequent purchase.                                                

  Purchase of More Than One Class of Stripped Securities. When an investor
purchases more than one Class of Stripped Securities, it is currently unclear   
whether for federal income tax purposes such Classes of Stripped Securities     
should be treated separately or aggregated for purposes of the rules described  
above.                                                                          

Possible Alternative Characterization. The characterizations of the   
Stripped Securities discussed above are not the only possible interpretations of
the applicable Code provisions. For example, the Securityholder may be treated  
as the owner of (i) one installment obligation consisting of such Stripped      
Security's pro rata share of the payments attributable to principal on each     
Mortgage Loan and a second installment obligation consisting of such Stripped   
Security's pro rata share of the payments attributable to interest on each      
Mortgage Loan, (ii) as many stripped bonds or stripped coupons as there are     
scheduled payments of principal and/or interest on each Mortgage Loan, or (iii) 
a separate installment obligation for each Mortgage Loan, representing the      
Stripped Security's pro rata share of payments of principal and/or interest to  
be made with respect thereto. Alternatively, the holder of one or more Classes  
of Stripped Securities may be treated as the owner of a pro rata fractional     
undivided interest in each Mortgage Loan to the extent that such Stripped       
Security, or Classes of Stripped Securities in the aggregate, represent the same
pro rata portion of principal and interest on each such Mortgage Loan, and a    
stripped bond or stripped coupon (as the case may be), treated as an installment
obligation or contingent payment obligation, as to the remainder. Treasury      
regulations regarding original issue discount on stripped obligations make the  
foregoing interpretations less likely to be applicable. The preamble to such    
regulations states that they are premised on the assumption that an aggregation 
approach is appropriate for determining whether original issue discount on a    
stripped bond or stripped coupon is de minimis, and solicits comments on        
appropriate rules for aggregating stripped bonds and stripped coupons under Code
Section 1286.                                                                   

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    Because of these possible varying characterizations of Stripped Securities
and the resultant differing treatment of income recognition, Securityholders are
urged to consult their own tax advisors regarding the proper treatment of       
Stripped Securities for federal income tax purposes.                            

Reporting Requirements and Backup Withholding                         

  The Trustee will furnish, within a reasonable time after the end of each
calendar year, to each Securityholder at any time during such year, such        
information (prepared on the basis described above) as is necessary to enable   
such Securityholder to prepare its federal income tax returns. Such information 
will include the amount of original issue discount accrued on Securities held by
persons other than Securityholders exempted from the reporting requirements.    
However, the amount required to be reported by the Trustee may not be equal to  
the proper amount of original issue discount required to be reported as taxable 
income by a Securityholder, other than an original Securityholder that purchased
at the issue price. In particular, in the case of Stripped Securities, unless   
provided otherwise in the applicable prospectus supplement, such reporting will 
be based upon a representative initial offering price of each Class of Stripped 
Securities. The Trustee will also file such original issue discount information 
with the IRS. If a Securityholder fails to supply an accurate taxpayer          
identification number or if the Secretary of the Treasury determines that a     
Securityholder has not reported all interest and dividend income required to be 
shown on his federal income tax return, backup withholding may be required in   
respect of any reportable payments, as described above under "--REMICs--Taxation
of Certain Foreign Investors--Backup Withholding."                              

Taxation of Certain Foreign Investors                                 

  To the extent that a Security evidences ownership in Mortgage Loans that
are issued on or before July 18, 1984, interest or original issue discount paid 
by the person required to withhold tax under Code Section 1441 or 1442 to       
nonresident aliens, foreign corporations, or other Non-U.S. Persons generally   
will be subject to 30% United States withholding tax, or such lower rate as may 
be provided for interest by an applicable tax treaty. Accrued original issue    
discount recognized by the Securityholder on the sale or exchange of such a     
Security also will be subject to federal income tax at the same rate.           

    Treasury regulations provide that interest or original issue discount paid
by the Trustee or other withholding agent to a Non-U.S. Person evidencing       
ownership interest in Mortgage Loans issued after July 18, 1984 will be         
"portfolio interest" and will be treated in the manner, and such persons will be
subject to the same certification requirements, described above under           
"--REMICs--Taxation of Certain Foreign Investors--Regular Securities."          

Partnership Trust Funds                                                         

Classification of Partnership Trust Funds                             

   With respect to each Series of Partnership Securities or Debt Securities,
Cadwalader, Wickersham & Taft LLP or Hunton & Williams LLP will deliver its     
opinion that the Trust Fund will not be a taxable mortgage pool or an           
association (or publicly traded partnership) taxable as a corporation for       
federal income tax purposes. This opinion will be based on the assumption that  
the terms of the applicable Agreement and related documents will be complied    
with, and on counsel's conclusion that the nature of the income of the Trust    
Fund will exempt it from the rule that certain publicly traded partnerships are 
taxable as corporations.                                                        

Characterization of Investments in Partnership Securities and         
Debt Securities                                                       

For federal income tax purposes, (i) Partnership Securities and Debt  
Securities held by a thrift institution taxed as a domestic building and loan   
association will not constitute "loans . . . secured by an interest in real     
property which is . . . residential real property" within the meaning of Code   
Section 7701(a)(19)(C)(v) and (ii) interest on Debt Securities held by a real   
estate investment trust will not be treated as "interest on obligations secured 
by mortgages on real property or on interests in real property" within the      
meaning of Code Section 856(c)(3)(B), and Debt Securities held by a real estate 
investment trust will not constitute "real estate assets" within the meaning of 
Code Section 856(c)(4)(A), but Partnership Securities held by a real estate     
investment trust will qualify under those sections based on the real estate     
investments trust's proportionate interest in the assets of the Partnership     
Trust Fund qualifying for such treatments based on capital accounts.            

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Taxation of Debt Securityholders                                      

Treatment of the Debt Securities as Indebtedness                      

The Depositor will agree, and the Securityholders will agree by their 
purchase of Debt Securities, to treat the Debt Securities as debt for federal   
income tax purposes. No regulations, published rulings, or judicial decisions   
exist that discuss the characterization for federal income tax purposes of      
securities with terms substantially the same as the Debt Securities. However,   
with respect to each Series of Debt Securities, Cadwalader, Wickersham & Taft   
LLP or Hunton & Williams LLP will deliver its opinion that the Debt Securities  
will be classified as indebtedness for federal income tax purposes. The         
discussion below assumes this characterization of the Debt Securities is        
correct.                                                                        

    If, contrary to the opinion of counsel, the IRS successfully asserted that
the Debt Securities were not debt for federal income tax purposes, the Debt     
Securities might be treated as equity interests in the Partnership Trust, and   
the timing and amount of income allocable to holders of such Debt Securities may
be different than as described in the following paragraph.                      

    Debt Securities generally will be subject to the same rules of taxation as
Regular Securities issued by a REMIC, as described above, except that (i) income
reportable on Debt Securities is not required to be reported under the accrual  
method unless the holder otherwise uses the accrual method and (ii) the special 
rule treating a portion of the gain on sale or exchange of a Regular Security as
ordinary income is inapplicable to Debt Securities. See "--REMICs--Taxation of  
Owners of Regular Securities" and "--Sale or Exchange of Regular Securities."   

Taxation of Owners of Partnership Securities                          

Treatment of the Partnership Trust Fund as a Partnership              

     If so specified in the applicable prospectus supplement, the Depositor will
agree, and the Securityholders will agree by their purchase of Securities, to   
treat the Partnership Trust Fund as a partnership for purposes of federal and   
state income tax, franchise tax and any other tax measured in whole or in part  
by income, with the assets of the partnership being the assets held by the      
Partnership Trust Fund, the partners of the partnership being the               
Securityholders (including the Depositor), and the Debt Securities (if any)     
being debt of the partnership. However, the proper characterization of the      
arrangement involving the Partnership Trust Fund, the Partnership Securities,   
the Debt Securities, and the Depositor is not clear, because there is no        
authority on transactions closely comparable to that contemplated herein.       

A variety of alternative characterizations are possible. For example, 
because one or more of the Classes of Partnership Securities have certain       
features characteristic of debt, the Partnership Securities might be considered 
debt of the Depositor or the Partnership Trust Fund. Any such characterization  
would not result in materially adverse tax consequences to Securityholders as   
compared to the consequences from treatment of the Partnership Securities as    
equity in a partnership, described below. The following discussion assumes that 
the Partnership Securities represent equity interests in a partnership.         

Partnership Taxation                                                  

     As a partnership, the Partnership Trust Fund will not be subject to federal
income tax. Rather, each Securityholder will be required to separately take into
account such holder's allocated share of income, gains, losses, deductions and  
credits of the Partnership Trust Fund. It is anticipated that the Partnership   
Trust Fund's income will consist primarily of interest earned on the Mortgage   
Loans (including appropriate adjustments for market discount, original issue    
discount and bond premium) as described above under "--Grantor Trust Funds--    
Standard Securities--General" and "--Premium and Discount") and any gain upon   
collection or disposition of Mortgage Loans. The Partnership Trust Fund's       
deductions will consist primarily of interest accruing with respect to the Debt 
Securities, servicing and other fees, and losses or deductions upon collection  
or disposition of Debt Securities.                                              

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    The tax items of a partnership are allocable to the partners in accordance
with the Code, Treasury regulations and the partnership agreement (here, the    
Agreements and related documents). The applicable Agreement will provide, in    
general, that the Securityholders will be allocated taxable income of the       
Partnership Trust Fund for each Due Period equal to the sum of (i) the interest 
that accrues on the Partnership Securities in accordance with their terms for   
such Due Period, including interest accruing at the applicable pass-through rate
for such Due Period and interest on amounts previously due on the Partnership   
Securities but not yet distributed; (ii) any Partnership Trust Fund income      
attributable to discount on the Mortgage Loans that corresponds to any excess of
the principal amount of the Partnership Securities over their initial issue     
price; and (iii) any other amounts of income payable to the Securityholders for 
such Due Period. Such allocation will be reduced by any amortization by the     
Partnership Trust Fund of premium on Mortgage Loans that corresponds to any     
excess of the issue price of Partnership Securities over their principal amount.
All remaining taxable income of the Partnership Trust Fund will be allocated to 
the Depositor. Based on the economic arrangement of the parties, this approach  
for allocating Partnership Trust Fund income should be permissible under        
applicable Treasury regulations, although no assurance can be given that the IRS
would not require a greater amount of income to be allocated to Securityholders.
Moreover, even under the foregoing method of allocation, Securityholders may be 
allocated income equal to the entire pass-through rate plus the other items     
described above even though the Trust Fund might not have sufficient cash to    
make current cash distributions of such amount. Thus, cash basis holders will in
effect be required to report income from the Partnership Securities on the      
accrual basis and Securityholders may become liable for taxes on Partnership    
Trust Fund income even if they have not received cash from the Partnership Trust
Fund to pay such taxes.                                                         

   Part or all of the taxable income allocated to a Securityholder that is a
pension, profit sharing or employee benefit plan or other tax-exempt entity     
(including an individual retirement account) may constitute "unrelated business 
taxable income" generally taxable to such a holder under the Code.              

  A share of expenses of the Partnership Trust Fund (including fees of the
Master Servicer but not interest expense) allocable to an individual, estate or 
trust Securityholder would be miscellaneous itemized deductions subject to the  
limitations described above under "--Grantor Trust Funds--Standard              
Securities--General". Accordingly, such deductions might be disallowed to the   
individual in whole or in part and might result in such holder being taxed on an
amount of income that exceeds the amount of cash actually distributed to such   
holder over the life of the Partnership Trust Fund.                             

    Discount income or premium amortization with respect to each Mortgage Loan
would be calculated in a manner similar to the description above under          
"--Grantor Trust Funds--Standard Securities--General" and "--Premium and        
Discount." Notwithstanding such description, it is intended that the Partnership
Trust Fund will make all tax calculations relating to income and allocations to 
Securityholders on an aggregate basis with respect to all Mortgage Loans held by
the Partnership Trust Fund rather than on a Mortgage Loan-by-Mortgage Loan      
basis. If the IRS were to require that such calculations be made separately for 
each Mortgage Loan, the Partnership Trust Fund might be required to incur       
additional expense, but it is believed that there would not be a material       
adverse effect on Securityholders.                                              

Discount and Premium                                                  

   Unless indicated otherwise in the applicable prospectus supplement, it is
not anticipated that the Mortgage Loans will have been issued with original     
issue discount and, therefore, the Partnership Trust Fund should not have       
original issue discount income. However, the purchase price paid by the         
Partnership Trust Fund for the Mortgage Loans may be greater or less than the   
remaining principal balance of the Mortgage Loans at the time of purchase. If   
so, the Mortgage Loans will have been acquired at a premium or discount, as the 
case may be. See "--Grantor Trust Funds--Standard Securities--Premium and       
Discount." (As indicated above, the Partnership Trust Fund will make this       
calculation on an aggregate basis, but might be required to recompute it on a   
Mortgage Loan-by-Mortgage Loan basis).                                          

If the Partnership Trust Fund acquires the Mortgage Loans at a market 
discount or premium, the Partnership Trust Fund will elect to include any such  
discount in income currently as it accrues over the life of the Mortgage Loans  
or to offset any such premium against interest income on the Mortgage Loans. As 
indicated above, a portion of such market discount income or premium deduction  
may be allocated to Securityholders.                                            

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Section 708 Termination                                               

     Under Section 708 of the Code, the Partnership Trust Fund will be deemed to
terminate for federal income tax purposes if 50% or more of the capital and     
profits interests in the Partnership Trust Fund are sold or exchanged within a  
12-month period. If such a termination occurs, it would cause a deemed          
contribution of the assets of a Partnership Trust Fund (the "old partnership")  
to a new Partnership Trust Fund (the "new partnership") in exchange for         
interests in the new partnership. Such interests would be deemed distributed to 
the partners of the old partnership in liquidation thereof, which would not     
constitute a sale or exchange. The Partnership Trust Fund will not comply with  
certain technical requirements that might apply when such a constructive        
termination occurs. As a result, the Partnership Trust Fund may be subject to   
certain tax penalties and may incur additional expenses if it is required to    
comply with those requirements. Furthermore, the Partnership Trust Fund might   
not be able to comply due to lack of data.                                      

Disposition of Securities                                             

     Generally, capital gain or loss will be recognized on a sale of Partnership
Securities in an amount equal to the difference between the amount realized and 
the seller's tax basis in the Partnership Securities sold. A Securityholder's   
tax basis in an Partnership Security will generally equal the holder's cost     
increased by the holder's share of Partnership Trust Fund income (includable in 
income) and decreased by any distributions received with respect to such        
Partnership Security. In addition, both the tax basis in the Partnership        
Securities and the amount realized on a sale of an Partnership Security would   
include the holder's share of the Debt Securities and other liabilities of the  
Partnership Trust Fund. A holder acquiring Partnership Securities at different  
prices may be required to maintain a single aggregate adjusted tax basis in such
Partnership Securities, and, upon sale or other disposition of some of the      
Partnership Securities, allocate a portion of such aggregate tax basis to the   
Partnership Securities sold (rather than maintaining a separate tax basis in    
each Partnership Security for purposes of computing gain or loss on a sale of   
that Partnership Security).                                                     

     Any gain on the sale of a Partnership Security attributable to the holder's
share of unrecognized accrued market discount on the Mortgage Loans would       
generally be treated as ordinary income to the holder and would give rise to    
special tax reporting requirements. The Partnership Trust Fund does not expect  
to have any other assets that would give rise to such special reporting         
considerations. Thus, to avoid those special reporting requirements, the        
Partnership Trust Fund will elect to include market discount in income as it    
accrues.                                                                        

    If a Securityholder is required to recognize an aggregate amount of income
(not including income attributable to disallowed itemized deductions described  
above) over the life of the Partnership Securities that exceeds the aggregate   
cash distributions with respect thereto, such excess will generally give rise to
a capital loss upon the retirement of the Partnership Securities.               

Allocations Between Transferors and Transferees                       

    In general, the Partnership Trust Fund's taxable income and losses will be
determined each Due Period and the tax items for a particular Due Period will be
apportioned among the Securityholders in proportion to the principal amount of  
Partnership Securities owned by them as of the close of the last day of such Due
Period. As a result, a holder purchasing Partnership Securities may be allocated
tax items (which will affect its tax liability and tax basis) attributable to   
periods before the actual transaction.                                          

  The use of such a Due Period convention may not be permitted by existing
regulations. If a Due Period convention is not allowed (or only applies to      
transfers of less than all of the partner's interest), taxable income or losses 
of the Partnership Trust Fund might be reallocated among the Securityholders.   
The Depositor will be authorized to revise the Partnership Trust Fund's method  
of allocation between transferors and transferees to conform to a method        
permitted by future regulations.                                                

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Section 731 Distributions                                             

In the case of any distribution to a Securityholder, no gain will be  
recognized to that Securityholder to the extent that the amount of any money    
distributed with respect to such Security does not exceed the adjusted basis of 
such Securityholder's interest in the Security. To the extent that the amount of
money distributed exceeds such Securityholder's adjusted basis, gain will be    
currently recognized. In the case of any distribution to a Securityholder, no   
loss will be recognized except upon a distribution in liquidation of a          
Securityholder's interest. Any gain or loss recognized by a Securityholder will 
be capital gain or loss.                                                        

Section 754 Election                                                  

  In the event that a Securityholder sells its Partnership Securities at a
profit (loss), the purchasing Securityholder will have a higher (lower) basis in
the Partnership Securities than the selling Securityholder had. The tax basis of
the Partnership Trust Fund's assets would not be adjusted to reflect that higher
(or lower) basis unless the Partnership Trust Fund were to file an election     
under Section 754 of the Code. In order to avoid the administrative complexities
that would be involved in keeping accurate accounting records, as well as       
potentially onerous information reporting requirements, the Partnership Trust   
Fund will not make such an election. As a result, a Securityholder might be     
allocated a greater or lesser amount of Partnership Trust Fund income than would
be appropriate based on its own purchase price for Partnership Securities.      

Administrative Matters                                                

     The Trustee is required to keep or have kept complete and accurate books of
the Partnership Trust Fund. Such books will be maintained for financial         
reporting and tax purposes on an accrual basis and the fiscal year of the       
Partnership Trust Fund will be the calendar year. The Trustee will file a       
partnership information return (IRS Form 1065) with the IRS for each taxable    
year of the Partnership Trust Fund and will report each Securityholder's        
allocable share of items of Partnership Trust Fund income and expense to holders
and the IRS on Schedule K-1. The Trustee will provide the Schedule K-1          
information to nominees that fail to provide the Partnership Trust Fund with the
information statement described below and such nominees will be required to     
forward such information to the beneficial owners of the Partnership Securities.
Generally, holders must file tax returns that are consistent with the           
information return filed by the Partnership Trust Fund or be subject to         
penalties unless the holder notifies the IRS of all such inconsistencies.       

Under Section 6031 of the Code, any person that holds Partnership     
Securities as a nominee at any time during a calendar year is required to       
furnish the Partnership Trust Fund with a statement containing certain          
information on the nominee, the beneficial owners and the Partnership Securities
so held. Such information includes (i) the name, address and taxpayer           
identification number of the nominee and (ii) as to each beneficial owner (x)   
the name, address and identification number of such person, (y) whether such    
person is a United States person, a tax-exempt entity or a foreign government,  
an international organization, or any wholly-owned agency or instrumentality of 
either of the foregoing, and (z) certain information on Partnership Securities  
that were held, bought or sold on behalf of such person throughout the year. In 
addition, brokers and financial institutions that hold Partnership Securities   
through a nominee are required to furnish directly to the Trustee information as
to themselves and their ownership of Partnership Securities. A clearing agency  
registered under Section 17A of the Exchange Act is not required to furnish any 
such information statement to the Partnership Trust Fund. The information       
referred to above for any calendar year must be furnished to the Partnership    
Trust Fund on or before the following January 31. Nominees, brokers and         
financial institutions that fail to provide the Partnership Trust Fund with the 
information described above may be subject to penalties.                        

    The Depositor will be designated as the tax matters partner in the Pooling
and Servicing Agreement and, as such, will be responsible for representing the  
Securityholders in any dispute with the IRS. The Code provides for              
administrative examination of a partnership as if the partnership were a        
separate and distinct taxpayer. Generally, the statute of limitations for       
partnership items does not expire until three years after the date on which the 
partnership information return is filed. Any adverse determination following an 
audit of the return of the Partnership Trust Fund by the appropriate taxing     
authorities could result in an adjustment of the returns of the Securityholders,
and, under certain circumstances, a Securityholder may be precluded from        
separately litigating a proposed adjustment to the items of the Partnership     
Trust Fund. An adjustment could also result in an audit of a Securityholder's   
returns and adjustments of items not related to the income and losses of the    
Partnership Trust Fund.                                                         

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Tax Consequences to Foreign Securityholders                           

   It is not clear whether the Partnership Trust Fund would be considered to
be engaged in a trade or business in the United States for purposes of federal  
withholding taxes with respect to Non-U.S. Persons, because there is no clear   
authority dealing with that issue under facts substantially similar to those    
described herein. Although it is not expected that the Partnership Trust Fund   
would be engaged in a trade or business in the United States for such purposes, 
if so specified in the applicable prospectus supplement, the Partnership Trust  
Fund may withhold as if it were so engaged in order to protect the Partnership  
Trust Fund from possible adverse consequences of a failure to withhold. The     
Partnership Trust Fund may withhold on the portion of its taxable income that is
allocable to Securityholders who are Non-U.S. Persons pursuant to Section 1446  
of the Code, as if such income were effectively connected to a U.S. trade or    
business, at the maximum tax rate for corporations or individuals, as           
applicable. Amounts withheld will be deemed distributed to the Non-U.S. Person  
Securityholders. Subsequent adoption of Treasury regulations or the issuance of 
other administrative pronouncements may require the Partnership Trust Fund to   
change its withholding procedures. In determining a holder's withholding status,
the Partnership Trust Fund may rely on IRS Form W-8BEN, IRS Form W-9 or the     
holder's certification of nonforeign status signed under penalties of perjury.  

   To the extent specified in the applicable prospectus supplement, (i) each
Non-U.S. Person holder might be required to file a U.S. individual or corporate 
income tax return (including, in the case of a corporation, the branch profits  
tax) on its share of the Partnership Trust Fund's income; (ii) each Non-U.S.    
Person holder must obtain a taxpayer identification number from the IRS and     
submit that number to the Partnership Trust Fund on Form W-8BEN in order to     
assure appropriate crediting of the taxes withheld; and (iii) a Non-U.S. Person 
holder generally would be entitled to file with the IRS a claim for refund with 
respect to taxes withheld by the Partnership Trust Fund, taking the position    
that no taxes were due because the Partnership Trust Fund was not engaged in a  
U.S. trade or business. Notwithstanding the foregoing, interest payments made   
(or accrued) to a Securityholder who is a Non-U.S. Person may be considered     
guaranteed payments to the extent such payments are determined without regard to
the income of the Partnership Trust Fund. If these interest payments are        
properly characterized as guaranteed payments, then the interest may not be     
considered "portfolio interest." As a result, Securityholders who are Non-U.S.  
Persons may be subject to United States federal income tax and withholding tax  
at a rate of 30 percent, unless reduced or eliminated pursuant to an applicable 
treaty. In such case, a Non-U.S. Person holder would only be entitled to claim a
refund for that portion of the taxes in excess of the taxes that should be      
withheld with respect to the guaranteed payments.                               

Backup Withholding                                                    

     Distributions made on the Partnership Securities and proceeds from the sale
of the Partnership Securities will be subject to a "backup" withholding tax of  
28% (increasing to 31% after 2010) if, in general, the Securityholder fails to  
comply with certain identification procedures, unless the holder is an exempt   
recipient under applicable provisions of the Code.                              

THE FEDERAL TAX DISCUSSIONS SET FORTH ABOVE ARE INCLUDED FOR GENERAL  
INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A SECURITYHOLDER'S    
PARTICULAR TAX SITUATION. PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX       
ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP
AND DISPOSITION OF REMIC SECURITIES, GRANTOR TRUST SECURITIES, PARTNERSHIP      
SECURITIES AND DEBT SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE,     
LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL
OR OTHER TAX LAWS.                                                              

STATE AND OTHER TAX CONSEQUENCES

  In addition to the federal income tax consequences described in "Federal
Income Tax Consequences," potential investors should consider the state and     
local tax consequences of the acquisition, ownership, and disposition of the    
Securities offered hereunder. State tax law may differ substantially from the   
corresponding federal tax law, and the discussion above does not purport to     
describe any aspect of the tax laws of any state or other jurisdiction.         
Therefore, prospective investors should consult their own tax advisors with     
respect to the various tax consequences of investments in the Securities offered
hereunder.                                                                      

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ERISA CONSIDERATIONS

    The Employee Retirement Income Security Act of 1974, as amended ("ERISA" )
and the Code impose certain requirements on employee benefit plans and on       
certain other retirement plans and arrangements, including individual retirement
accounts, individual retirement annuities, Keogh plans and collective investment
funds and separate accounts in which such plans, accounts or arrangements are   
invested, that are subject to Title I of ERISA and Section 4975 of the Code     
("Plans") and on persons who are fiduciaries with respect to such Plans in      
connection with the investment of Plan assets. Certain employee benefit plans,  
such as governmental plans (as defined in ERISA Section 3(32)), and, if no      
election has been made under Section 410(d) of the Code, church plans (as       
defined in Section 3(33) of ERISA) are not subject to ERISA requirements.       
However, such plans may be subject to the provisions of other applicable        
federal, state and local law materially similar to the foregoing provisions of  
ERISA and the Code. Any such plan which is qualified and exempt from taxation   
under Sections 401(a) and 501(a) of the Code, however, is subject to the        
prohibited transaction rules set forth in Section 503 of the Code.              

ERISA generally imposes on Plan fiduciaries certain general fiduciary 
requirements, including those of investment prudence and diversification and the
requirement that a Plan's investments be made in accordance with the documents  
governing the Plan. In addition, ERISA and the Code prohibit a broad range of   
transactions involving assets of a Plan and persons ("Parties in Interest") who 
have certain specified relationships to the Plan unless a statutory or          
administrative exemption is available. Certain Parties in Interest that         
participate in a prohibited transaction may be subject to an excise tax imposed 
pursuant to Section 4975 of the Code, unless a statutory or administrative      
exemption is available. These prohibited transactions generally are set forth in
Sections 406 and 407 of ERISA and Section 4975 of the Code.                     

    A Plan's investment in Securities may cause the Mortgage Loans, Contracts,
Unsecured Home Improvement Loans and other assets included in a related Trust   
Fund to be deemed Plan assets. Section 2510.3-101 of the regulations of the     
United States Department of Labor ("DOL") provides that when a Plan acquires an 
equity interest in an entity, the Plan's assets include both such equity        
interest and an undivided interest in each of the underlying assets of the      
entity, unless certain exceptions not applicable here apply, or unless the      
equity participation in the entity by "benefit plan investors" (i.e., Plans and 
certain employee benefit plans not subject to ERISA) is not "significant", both 
as defined therein. For this purpose, in general, equity participation by       
benefit plan investors will be "significant" on any date if 25% or more of the  
value of any Class of equity interests in the entity is held by benefit plan    
investors. To the extent the Securities are treated as equity interests for     
purposes of DOL regulations section 2510.3-101, equity participation in a Trust 
Fund will be significant on any date if immediately after the most recent       
acquisition of any Security, 25% or more of any Class of Securities is held by  
benefit plan investors.                                                         

Any person who has discretionary authority or control respecting the  
management or disposition of Plan assets, and any person who provides investment
advice with respect to such assets for a fee, is a fiduciary of the investing   
Plan. If the Mortgage Loans, Contracts, Unsecured Home Improvement Loans and    
other assets included in a Trust Fund constitute Plan assets, then any party    
exercising management or discretionary control regarding those assets, such as  
the Servicer or Master Servicer, may be deemed to be a Plan "fiduciary" and thus
subject to the fiduciary responsibility provisions and prohibited transaction   
provisions of ERISA and the Code with respect to the investing Plan. In         
addition, if the Mortgage Loans, Contracts, Unsecured Home Improvement Loans and
other assets included in a Trust Fund constitute Plan assets, the purchase of   
Securities by a Plan, as well as the operation of the Trust Fund, may constitute
or involve a prohibited transaction under ERISA and the Code.                   

On May 14, 1993, the DOL granted to NationsBank Corporation, the      
predecessor to Bank of America Corporation, the corporate parent of Banc of     
America Securities LLC, an individual administrative exemption, Prohibited      
Transaction Exemption ("PTE") 93-31, as amended by PTE 97-34, PTE 2000-58 and   
PTE 2002-41 (the "Exemption"), which generally exempts from the application of  
the prohibited transaction provisions of Sections 406(a) and 407 of ERISA, and  
the excise taxes imposed on such prohibited transactions pursuant to Section    
4975(a) and (b) of the Code, certain transactions, among others, relating to the
servicing and operation of mortgage pools and the purchase, sale and holding of 
Securities underwritten by an Underwriter (as hereinafter defined), that (a)    
represent a beneficial ownership interest in the assets of a Trust Fund and     
entitle the holder the pass-through payments of principal, interest and/or other
payments made with respect to the assets of the Trust Fund or (b) are           
denominated as a debt instrument and represent an interest in a REMIC or certain
other specified entities, provided that certain conditions set forth in the     
Exemption are satisfied. For purposes of this Section "ERISA Considerations,"   
the term "Underwriter" shall include (a) Bank of America Corporation, (b) any   
person directly or indirectly, through one or more intermediaries, controlling, 
controlled by or under common control with Bank of America Corporation,         
including Banc of America Securities LLC, and (c) any member of the underwriting
syndicate or selling group of which a person described in (a) or (b) is a       
manager or co-manager with respect to a Class of Securities.                    

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  The Exemption sets forth five general conditions which must be satisfied
for a transaction involving the purchase, sale and holding of Securities to be  
eligible for exemptive relief thereunder. First, the acquisition of Securities  
by a Plan must be on terms that are at least as favorable to the Plan as they   
would be in an arm's-length transaction with an unrelated party. Second, the    
Securities at the time of acquisition by the Plan must be rated in one of the   
four highest generic rating categories by Standard & Poor's, a division of The  
McGraw-Hill Companies, Inc. ("S&P"), Moody's Investors Service, Inc. ("Moody's")
or Fitch Ratings ("Fitch"). Third, the Trustee cannot be an affiliate of any    
member of the Restricted Group other than an Underwriter; the "Restricted Group"
consists of the Underwriter, the Depositor, the Trustee, the Master Servicer,   
any Servicer, any insurer and any obligor with respect to Assets constituting   
more than 5% of the aggregate unamortized principal balance of the Assets in the
related Trust Fund as of the date of initial issuance of the Securities. Fourth,
the sum of all payments made to and retained by the Underwriter(s) must         
represent not more than reasonable compensation for underwriting the Securities;
the sum of all payments made to and retained by the Depositor pursuant to the   
assignment of the Assets to the related Trust Fund must represent not more than 
the fair market value of such obligations; and the sum of all payments made to  
and retained by the Servicer must represent not more than reasonable            
compensation for such person's services under the applicable Agreement and      
reimbursement of such person's reasonable expenses in connection therewith.     
Fifth, the investing Plan must be an accredited investor as defined in Rule     
501(a)(1) of Regulation D of the Securities and Exchange Commission under the   
Securities Act of 1933, as amended. In addition, the Trust Fund must meet the   
following requirements: (i) the assets of the Trust Fund must consist solely of 
assets of the type that have been included in other investment pools; (ii)      
securities evidencing interests in such other investment pools must have been   
rated in one of the four highest generic rating categories by S&P, Moody's or   
Fitch for at least one year prior to the Plan's acquisition of the securities;  
and (iii) securities evidencing interests in such other investment pools must   
have been purchased by investors other than Plans for at least one year prior to
any Plan's acquisition of the Securities.                                       

     A fiduciary of a Plan contemplating purchasing a Security must make its own
determination that the general conditions set forth above will be satisfied with
respect to such Security. In addition, any Securities representing a beneficial 
ownership interest in Unsecured Home Improvement Loans or Revolving Credit Line 
Loans will not satisfy the general conditions of the Exemption.                 

     If the general conditions of the Exemption are satisfied, the Exemption may
provide an exemption from the restrictions imposed by Sections 406(a) and 407 of
ERISA (as well as the excise taxes imposed by Sections 4975(a) and (b) of the   
Code by reason of Sections 4975(c)(1)(A) through (D) of the Code) in connection 
with the direct or indirect sale, exchange, transfer, holding or the direct or  
indirect acquisition or disposition in the secondary market of Securities by    
Plans. However, no exemption is provided from the restrictions of Sections      
406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of a    
Security on behalf of an "Excluded Plan" by any person who has discretionary    
authority or renders investment advice with respect to the assets of such       
Excluded Plan. For purposes of the Securities, an Excluded Plan is a Plan       
sponsored by any member of the Restricted Group.                                

 If certain specific conditions of the Exemption are also satisfied, the
Exemption may provide an exemption from the restrictions imposed by Sections    
406(b)(1) and (b)(2) of ERISA and the taxes imposed by Sections 4975(a) and (b) 
of the Code by reason of Section 4975(c)(1)(E) of the Code in connection with   
(1) the direct or indirect sale, exchange or transfer of Securities in the      
initial issuance of Securities between the Depositor or an Underwriter and a    
Plan when the person who has discretionary authority or renders investment      
advice with respect to the investment of Plan assets in the Securities is (a) an
obligor with respect to 5% or less of the fair market value of the Assets or (b)
an affiliate of such a person, (2) the direct or indirect acquisition or        
disposition in the secondary market of Securities by a Plan and (3) the holding 
of Securities by a Plan.                                                        

     Further, if certain specific conditions of the Exemption are satisfied, the
Exemption may provide an exemption from the restrictions imposed by Sections    
406(a), 406(b) and 407 of ERISA, and the taxes imposed by Sections 4975(a) and  
(b) of the Code by reason of Section 4975(c) of the Code for transactions in    
connection with the servicing, management and operation of the Trust Fund. The  
Depositor expects that the specific conditions of the Exemption required for    
this purpose will be satisfied with respect to the Securities so that the       
Exemption would provide an exemption from the restrictions imposed by Sections  
406(a) and (b) of ERISA (as well as the excise taxes imposed by Sections 4975(a)
and (b) of the Code by reason of Section 4975(c) of the Code) for transactions  
in connection with the servicing, management and operation of the Mortgage      
Pools, provided that the general conditions of the Exemption are satisfied.     

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   The Exemption also may provide an exemption from the restrictions imposed
by Sections 406(a) and 407(a) of ERISA, and the taxes imposed by Section 4975(a)
and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code 
if such restrictions are deemed to otherwise apply merely because a person is   
deemed to be a "party in interest" (within the meaning of Section 3(14) of      
ERISA) or a "disqualified person" (within the meaning of Section 4975(e)(2) of  
the Code) with respect to an investing Plan by virtue of providing services to  
the Plan (or by virtue of having certain specified relationships to such a      
person) solely as a result of the Plan's ownership of Securities.               

     The Exemption was amended by PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997),
which, among other changes, permits the inclusion of a pre-funding account in a 
trust fund, provided that the following conditions are met: (a) the pre-funding 
account may not exceed 25% of the total amount of certificates being offered;   
(b) additional obligations purchased generally must meet the same terms and     
conditions as those of the original obligations used to create the trust fund;  
(c) the transfer of additional obligations to the trust during the pre-funding  
period must not result in the certificates receiving a lower rating at the      
termination of the pre-funding period than the rating that was obtained at the  
time of the initial issuance of the certificates; (d) the weighted average      
interest rate for all of the obligations in the trust at the end of the         
pre-funding period must not be more than 100 basis points less than the weighted
average interest rate for the obligations which were transferred to the trust on
the closing date; (e) the characteristics of the additional obligations must be 
monitored to confirm that they are substantially similar to those which were    
acquired as of the closing date either by a credit support provider or insurance
provider independent of the sponsor or by an independent accountant retained by 
the sponsor that confirms such conformance in writing; (f) the pre-funding      
period must be described in the prospectus or private placement memorandum      
provided to investing plans; and (g) the trustee of the trust must be a         
substantial financial institution or trust company experienced in trust         
activities and familiar with its duties, responsibilities and liabilities as a  
fiduciary under ERISA.                                                          

   Further, the pre-funding period must be a period beginning on the closing
date and ending no later than the earliest to occur of (x) the date the amount  
on deposit in the pre-funding account is less than the minimum dollar amount    
specified in the pooling and servicing agreement; (y) the date on which an event
of default occurs under the pooling and servicing agreement; or (z) the date    
which is the later of three months or 90 days after the closing date. It is     
expected that the Pre-Funding Account will meet all of these requirements.      

To the extent the Securities are not treated as equity interests for  
purposes of DOL regulations section 2510.3-101, a Plan's investment in such     
Securities ("Non-Equity Securities") would not cause the assets included in a   
related Trust Fund to be deemed Plan assets. However, the Depositor, the        
Servicer, the Trustee, or Underwriter may be the sponsor of or investment       
advisor with respect to one or more Plans. Because such parties may receive     
certain benefits in connection with the sale of Non-Equity Securities, the      
purchase of Non-Equity Securities using Plan assets over which any such parties 
has investment authority might be deemed to be a violation of the prohibited    
transaction rules of ERISA and the Code for which no exemption may be available.
Accordingly, Non-Equity Securities may not be purchased using the assets of any 
Plan if any of the Depositor, the Servicer, the Trustee or Underwriter has      
investment authority with respect to such assets.                               

 In addition, certain affiliates of the Depositor might be considered or
might become Parties in Interest with respect to a Plan. Also, any holder of    
Securities, because of its activities or the activities of its respective       
affiliates, may be deemed to be a Party in Interest with respect to certain     
Plans, including but not limited to Plans sponsored by such holder. In either   
case, the acquisition or holding of Non-Equity Securities by or on behalf of    
such a Plan could be considered to give rise to an indirect prohibited          
transaction within the meaning of ERISA and the Code, unless it is subject to   
one or more statutory or administrative exemptions such as Prohibited           
Transaction Class Exemption ("PTCE") 84-14, which exempts certain transactions  
effected on behalf of a Plan by a "qualified professional asset manager", PTCE  
90-1, which exempts certain transactions involving insurance company pooled     
separate accounts, PTCE 91-38, which exempts certain transactions involving bank
collective investment funds, PTCE 95-60, which exempts certain transactions     
involving insurance company general accounts, or PTCE 96-23, which exempts      
certain transactions effected on behalf of a Plan by certain "in-house" asset   
managers. It should be noted, however, that even if the conditions specified in 
one or more of these exemptions are met, the scope of relief provided by these  
exemptions may not necessarily cover all acts that might be construed as        
prohibited transactions.                                                        

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  Any Plan fiduciary which proposes to cause a Plan to purchase Securities
should consult with its counsel with respect to the potential applicability of  
ERISA and the Code to such investment, the availability of the exemptive relief 
provided in the Exemption and the potential applicability of any other          
prohibited transaction exemption in connection therewith. In particular, a Plan 
fiduciary which proposes to cause a Plan to purchase Securities representing a  
beneficial ownership interest in a pool of single-family residential first      
mortgage loans, a Plan fiduciary should consider the applicability of PTCE 83-1,
which provides exemptive relief for certain transactions involving mortgage pool
investment trusts. The prospectus supplement with respect to a Series of        
Securities may contain additional information regarding the application of the  
Exemption, PTCE 83-1 or any other exemption, with respect to the Securities     
offered thereby. In addition, any Plan fiduciary that proposes to cause a Plan  
to purchase Strip Securities should consider the federal income tax consequences
of such investment. Fiduciaries of plans not subject to ERISA or the Code, such 
as governmental plans, should consider the application of any applicable        
federal, state or local law materially similar to the provisions of ERISA or the
Code, as well as the need for and the availability of exemptive relief under    
such applicable law.                                                            

    Any Plan fiduciary considering whether to purchase a Security on behalf of
a Plan should consult with its counsel regarding the applicability of the       
fiduciary responsibility and prohibited transaction provisions of ERISA and the 
Code to such investment.                                                        

   The sale of Securities to a Plan is in no respect a representation by the
Depositor or the Underwriter that this investment meets all relevant legal      
requirements with respect to investments by Plans generally or any particular   
Plan, or that this investment is appropriate for Plans generally or any         
particular Plan.                                                                

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LEGAL INVESTMENT

       As will be specified in the applicable prospectus supplement, certain
Classes of the Securities will constitute "mortgage related securities " for    
purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended   
("SMMEA"), so long as (i) they are rated in one of the two highest rating       
categories by at least one Rating Agency and (ii) are part of a Series          
representing interests in a Trust Fund consisting of Mortgage Loans originated  
by certain types of originators specified in SMMEA and secured by first liens on
real estate. The appropriate characterization of those Securities not qualifying
as "mortgage related securities" for purposes of SMMEA ("Non-SMMEA              
Certificates") under various legal investment restrictions, and thus the ability
of investors subject to these restrictions to purchase such Securities, may be  
subject to significant interpretive uncertainties. Accordingly, all investors   
whose investment activities are subject to legal investment laws and            
regulations, regulatory capital requirements, or review by regulatory           
authorities should consult with their own legal advisors in determining whether 
and to what extent the Non-SMMEA Certificates constitute legal investments for  
them.                                                                           

        Classes which qualify as "mortgage related securities" will constitute
legal investments for persons, trusts, corporations, partnerships, associations,
business trusts and business entities (including but not limited to depository  
institutions, insurance companies and pension funds) created pursuant to or     
existing under the laws of the United States or of any state (including the     
District of Columbia and Puerto Rico) whose authorized investments are subject  
to state regulation, to the same extent that, under applicable law, obligations 
issued by or guaranteed as to principal and interest by the United States or any
agency or instrumentality thereof constitute legal investments for such         
entities. Pursuant to SMMEA, a number of states enacted legislation, on or      
before the October 3, 1991 cut-off for such enactments, limiting to varying     
extents the ability of certain entities (in particular, insurance companies) to 
invest in "mortgage related securities" secured by loans on residential, or     
mixed residential and commercial properties, in most cases by requiring the     
affected investors to rely solely upon existing state law, and not SMMEA.       
Pursuant to Section 347 of the Riegle Community Development and Regulatory      
Improvement Act of 1994, which amended the definition of "mortgage related      
security" to include, in relevant part, Securities satisfying the rating and    
qualified originator requirements for "mortgage related securities," but        
evidencing interests in a Trust Fund consisting, in whole or in part, of first  
liens on one or more parcels of real estate upon which are located one or more  
commercial structures, states were authorized to enact legislation, on or before
September 23, 2001, specifically referring to Section 347 and prohibiting or    
restricting the purchase, holding or investment by state-regulated entities in  
those types of Securities. Accordingly, the investors affected by such          
legislation will be authorized to invest in the Offered Securities only to the  
extent provided in such legislation.                                            

SMMEA also amended the legal investment authority of          
federally-chartered depository institutions as follows: federal savings and loan
associations and federal savings banks may invest in, sell or otherwise deal in 
mortgage related securities without limitation as to the percentage of their    
assets represented thereby, federal credit unions may invest in such securities,
and national banks may purchase mortgage related securities for their own       
account without regard to the limitations generally applicable to investment    
securities set forth in 12 U. S. C. ss.24 (Seventh), subject in each case to    
such regulations as the applicable federal regulatory authority may prescribe.  
In this connection, the Office of the Comptroller of the Currency (the "OCC" )  
has amended 12 C. F. R. Part 1 to authorize national banks to purchase and sell 
for their own account, without limitation as to a percentage of the bank's      
capital and surplus (but subject to compliance with certain general standards in
12 C. F. R. ss.1.5 concerning "safety and soundness" and retention of credit    
information), certain "Type IV securities," defined in 12 C. F. R. ss.1.2(m) to 
include certain "residential mortgage-related securities." As so defined,       
"residential mortgage-related security" means, in relevant part, "mortgage      
related security" within the meaning of SMMEA. The National Credit Union        
Administration ("NCUA" ) has adopted rules, codified at 12 C.F.R. Part 703,     
which permit federal credit unions to invest in "mortgage related securities,"  
other than stripped mortgage related securities, residual interests in mortgage 
related securities and commercial mortgage related securities, subject to       
compliance with general rules governing investment policies and practices;      
however, credit unions approved for the NCUA's "investment pilot program" under 
12 C.F.R. ss. 703.19 may be able to invest in those prohibited forms of         
securities. The OTS has issued Thrift Bulletin 13a (December 1, 1998), "        
Management of Interest Rate Risk, Investment Securities, and Derivative         
Activities" and Thrift Bulletin 73a (December 18, 2001), "Investing in Complex  
Securities," which thrift institutions subject to the jurisdiction of the OTS   
should consider before investing in any of the Offered Securities.              

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      All depository institutions considering an investment in the Offered
Securities should review the "Supervisory Policy Statement on Investment        
Securities and End-User Derivatives Activities" (the "1998 Policy Statement" )  
of the Federal Financial Institutions Examination Council ("FFIEC" ), which has 
been adopted by the Board of Governors of the Federal Reserve System, the       
Federal Deposit Insurance Corporation, the OCC and the OTS, effective May 26,   
1998, and by the NCUA, effective October 1, 1998. The 1998 Policy Statement sets
forth general guidelines which depository institutions must follow in managing  
risks (including market, credit, liquidity, operational (transaction), and legal
risks) applicable to all securities (including mortgage pass-through securities 
and mortgage-derivative products) used for investment purposes.                 

    Investors whose investment activities are subject to regulation by
federal or state authorities should review rules, policies, and guidelines      
adopted from time to time by those authorities before purchasing any Class of   
the Offered Securities, as certain Classes may be deemed unsuitable investments,
or may otherwise be restricted, under those rules, policies, or guidelines (in  
certain instances irrespective of SMMEA).                                       

     The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines, or agreements generally       
governing investments made by a particular investor, including, but not limited 
to, "prudent investor" provisions, percentage-of-assets limits, provisions which
may restrict or prohibit investment in securities which are not                 
"interest-bearing" or "income-paying," and, with regard to any Class of Offered 
Securities issued in book-entry form, provisions which may restrict or prohibit 
investments in securities which are issued in book-entry form.                  

     Except as to the status of certain Classes of Offered Securities as
"mortgage related securities," no representations are made as to the proper     
characterization of the Offered Securities for legal investment purposes,       
financial institution regulatory purposes, or other purposes, or as to the      
ability of particular investors to purchase any Offered Securities under        
applicable legal investment restrictions. The uncertainties described above (and
any unfavorable future determinations concerning legal investment or financial  
institution regulatory characteristics of the Offered Securities) may adversely 
affect the liquidity of the Offered Securities.                                 

       Accordingly, all investors whose investment activities are subject to
legal investment laws and regulations, regulatory capital requirements or review
by regulatory authorities should consult with their legal advisors in           
determining whether and to what extent the Offered Securities of any Class      
constitute legal investments or are subject to investment, capital or other     
restrictions and, if applicable, whether SMMEA has been overridden in any       
jurisdiction relevant to such investor.                                         

 METHODS OF DISTRIBUTION

 The Securities offered hereby and by the Supplements to this prospectus
will be offered in Series. The distribution of the Securities may be effected   
from time to time in one or more transactions, including negotiated             
transactions, at a fixed public offering price or at varying prices to be       
determined at the time of sale or at the time of commitment therefor. If so     
specified in the related prospectus supplement, the Securities will be          
distributed in a firm commitment underwriting, subject to the terms and         
conditions of the underwriting agreement, by Banc of America Securities LLC     
("Banc of America Securities") acting as underwriter with other underwriters, if
any, named therein. In such event, the prospectus supplement may also specify   
that the underwriters will not be obligated to pay for any Securities agreed to 
be purchased by purchasers pursuant to purchase agreements acceptable to the    
Depositor. In connection with the sale of the Securities, underwriters may      
receive compensation from the Depositor or from purchasers of the Securities in 
the form of discounts, concessions or commissions. The prospectus supplement    
will describe any such compensation paid by the Depositor.                      

  Alternatively, the prospectus supplement may specify that the Securities
will be distributed by Banc of America Securities acting as agent or in some    
cases as principal with respect to Securities which it has previously purchased 
or agreed to purchase. If Banc of America Securities acts as agent in the sale  
of Securities, Banc of America Securities will receive a selling commission with
respect to each Series of Securities, depending on market conditions, expressed 
as a percentage of the aggregate principal balance of the related Mortgage Loans
as of the Cut-off Date. The exact percentage for each Series of Securities will 
be disclosed in the related prospectus supplement. To the extent that Banc of   
America Securities elects to purchase Securities as principal, Banc of America  
Securities may realize losses or profits based upon the difference between its  
purchase price and the sales price. The prospectus supplement with respect to   
any Series offered other than through underwriters will contain information     
regarding the nature of such offering and any agreements to be entered into     
between the Depositor and purchasers of Securities of such Series.              

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Banc of America Securities is an affiliate of the Depositor. This     
prospectus may be used by Banc of America Securities, to the extent required, in
connection with market making transactions in the Securities. Banc of America   
Securities may act as principal or agent in such transactions.                  

The Depositor will indemnify Banc of America Securities and any       
underwriters against certain civil liabilities, including liabilities under the 
Securities Act of 1933, or will contribute to payments Banc of America          
Securities and any underwriters may be required to make in respect thereof.     

In the ordinary course of business, Banc of America Securities and the
Depositor may engage in various securities and financing transactions, including
repurchase agreements to provide interim financing of the Depositor's mortgage  
loans pending the sale of such mortgage loans or interests therein, including   
the Securities.                                                                 

 The Depositor anticipates that the Securities will be sold primarily to
institutional investors. Purchasers of Securities, including dealers, may,      
depending on the facts and circumstances of such purchases, be deemed to be     
"underwriters" within the meaning of the Securities Act of 1933 in connection   
with reoffers and sales by them of Securities. Securityholders should consult   
with their legal advisors in this regard prior to any such reoffer or sale.     

 As to each Series of Securities, only those Classes rated in one of the
four highest rating categories by any Rating Agency will be offered hereby. Any 
unrated Class may be initially retained by the Depositor, and may be sold by the
Depositor at any time to one or more institutional investors.                   

 LEGAL MATTERS

 Certain legal matters, including the federal income tax consequences to
Securityholders of an investment in the Securities of a Series, will be passed  
upon for the Depositor by Cadwalader, Wickersham & Taft LLP, New York, New York 
or Hunton & Williams LLP, Charlotte, North Carolina.                            

 FINANCIAL INFORMATION

   A new Trust Fund will be formed with respect to each Series of Securities
and no Trust Fund will engage in any business activities or have any assets or  
obligations prior to the issuance of the related Series of Securities.          
Accordingly, no financial statements with respect to any Trust Fund will be     
included in this prospectus or in the related prospectus supplement.            

RATING

   It is a condition to the issuance of any Class of Offered Securities that
they shall have been rated not lower than investment grade, that is, in one of  
the four highest rating categories, by at least one nationally recognized       
statistical rating organization ("Rating Agency").                              

 Ratings on mortgage pass-through certificates address the likelihood of
receipt by Securityholders of all distributions on the underlying mortgage      
loans. These ratings address the structural, legal and issuer-related aspects   
associated with such certificates, the nature of the underlying assets and the  
credit quality of the guarantor, if any. Ratings on mortgage pass-through       
certificates and other asset backed securities do not represent any assessment  
of the likelihood of principal prepayments by borrowers or of the degree by     
which such prepayments might differ from those originally anticipated. As a     
result, securityholders might suffer a lower than anticipated yield, and, in    
addition, holders of stripped interest certificates in extreme cases might fail 
to recoup their initial investments.                                            

   A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any     
other security rating.                                                          

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 WHERE YOU CAN FIND MORE INFORMATION

     The Depositor filed a registration statement (the "Registration Statement")
relating to the Securities with the Commission or the "SEC". This prospectus is 
part of the Registration Statement, but the Registration Statement includes     
additional information.                                                         

    Copies of the Registration Statement and any other materials the Depositor
files with the Commission may be read and copied at the Commission's Public     
Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. Information    
concerning the operation of the Commission's Public Reference Room may be       
obtained by calling the Commission at (800) SEC-0330. The Commission also       
maintains a site on the World Wide Web at "http://www.sec.gov" at which you can 
view and download copies of reports, proxy and information statements and other 
information filed electronically through the Electronic Data Gathering, Analysis
and Retrieval ("EDGAR") system. The Depositor has filed the Registration        
Statement, including all exhibits, through the EDGAR system and therefore such  
materials should be available by logging onto the Commission's Web site. Copies 
of any documents incorporated to this prospectus by reference will be provided  
at no cost to each person, including any beneficial owner, to whom a prospectus 
is delivered upon written or oral request directed to Asset Backed Funding      
Corporation, 214 North Tryon Street, Charlotte, North Carolina 28255, telephone 
number (704) 386-2400.                                                          

 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

   The SEC allows the Depositor to "incorporate by reference" information it
files with the SEC, which means that the Depositor can disclose important       
information to you by referring you to those documents. The information         
incorporated by reference is considered to be part of this prospectus.          
Information that the Depositor files later with the SEC will automatically      
update the information in this prospectus. In all cases, you should rely on the 
later information rather than on any different information included in this     
prospectus or the accompanying prospectus supplement. The Depositor incorporates
by reference any future annual, monthly and special SEC reports filed by or on  
behalf of the Trust until the termination of the offering of the related Series 
of Securities (including market making transactions by Banc of America          
Securities, to the extent required, with respect to such Series of Securities,  
unless such transactions are exempt from the registration provisions of the     
Securities Act of 1933).                                                        

   Copies of any documents incorporated to this prospectus by reference will
be provided at no cost to each person, including any beneficial owner, to whom a
prospectus is delivered upon written or oral request directed to Asset Backed   
Funding Corporation, 214 North Tryon Street, Charlotte, North Carolina 28255,   
telephone number (704) 386-2400.                                                

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INDEX OF SIGNIFICANT DEFINITIONS

Terms                                                                     Page  
-----                                                                     ----  
1998 Policy Statement......................................................118  
Accrual Period..............................................................23  
Accrual Securities..........................................................29  
Accrued Security Interest...................................................31  
Adjustable Rate Assets......................................................17  
Agreement...................................................................42  
ARM Contracts...............................................................21  
ARM Loans...................................................................19  
ARM Unsecured Home Improvement Loans........................................20  
Asset Conservation Act......................................................72  
Asset Group.................................................................29  
Asset Seller................................................................17  
Assets......................................................................17  
Available Distribution Amount...............................................30  
Balloon Payment Assets......................................................17  
Banc of America Securities.................................................118  
Bankruptcy Code.............................................................69  
Bi-weekly Assets............................................................17  
Book-Entry Securities.......................................................29  
Buy Down Assets.............................................................17  
Buydown Funds...............................................................82  
Buydown Mortgage Loans......................................................26  
Buydown Period..............................................................26  
California Military Code....................................................75  
Capitalized Interest Account................................................22  
Cash Flow Agreement.........................................................22  
Cede........................................................................39  
CERCLA......................................................................71  
Certificates................................................................29  
Class.......................................................................29  
Cleanup Costs...............................................................71  
Clearstream.................................................................40  
Clearstream Participants....................................................40  
Closing Date.................................................................6  
Code........................................................................80  
Collection Account..........................................................45  
Commission..................................................................19  
Companion Class.............................................................34  
Component...................................................................32  
Contract Borrower...........................................................64  
Contract Lender.............................................................64  
Contract Rate...............................................................21  
Contracts...................................................................17  
Convertible Assets..........................................................17  
Cooperative.................................................................63  
Cooperative Loans...........................................................63  
Cooperatives................................................................18  
Covered Trust...............................................................59  
CPR.........................................................................25  
Credit Support..............................................................22  
Cut-off Date................................................................19  
Cut-off Date.................................................................6  

Terms                                                                     Page  
-----                                                                     ----  
Debt Securities.............................................................80  
Definitive Securities.......................................................29  
Deposit Trust Agreement.....................................................42  
Depositor...................................................................28  
Depositories................................................................41  
Determination Date..........................................................29  
Disqualified Organization...................................................94  
Distribution Date...........................................................23  
DOL........................................................................113  
DTC Participants............................................................39  
Due Period..................................................................30  
EDGAR......................................................................120  
electing large partnership..................................................94  
ERISA......................................................................113  
Euroclear...................................................................40  
Euroclear Operator..........................................................40  
Euroclear Participants......................................................40  
Excess Servicing...........................................................102  
Exchange Act................................................................39  
Excluded Plan..............................................................114  
Exemption..................................................................113  
FASIT.......................................................................80  
FASIT Securities............................................................80  
FDIC........................................................................45  
FFIEC......................................................................118  
Fitch......................................................................114  
GEM Assets..................................................................17  
GPM Assets..................................................................17  
Grantor Trust Fund..........................................................80  
Grantor Trust Securities....................................................80  
Home Equity Loans...........................................................18  
Home Improvement Contracts..................................................18  
HOPA........................................................................75  
Increasing Payment Assets...................................................17  
Indenture...................................................................42  
Indenture Servicing Agreement...............................................42  
Indenture Trustee...........................................................42  
Indirect Participants.......................................................39  
Insurance Proceeds..........................................................30  
Interest Reduction Assets...................................................17  
IRS.........................................................................50  
Issuer.......................................................................6  
Land Sale Contracts.........................................................18  
Legal Investment.............................................................9  
Level Payment Assets........................................................17  
Liquidation Proceeds........................................................30  
Loan-to-Value Ratio.........................................................18  
Lock-out Date...............................................................19  
Lock-out Period.............................................................19  
Manufactured Home...........................................................21  
Mark to Market Regulations..................................................96  
Master Servicer.............................................................42  

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Terms                                                                     Page  
-----                                                                     ----  
MERS........................................................................43  
Moody's....................................................................114  
Mortgage Loans..............................................................17  
Mortgage Notes..............................................................18  
Mortgage Rate...............................................................19  
Mortgaged Properties........................................................18  
Mortgages...................................................................18  
Multifamily Mortgage Loan...................................................18  
Multifamily Property........................................................18  
National Housing Act........................................................19  
NCUA.......................................................................117  
new partnership............................................................109  
Non-Equity Securities......................................................115  
Non-Pro Rata Security.......................................................84  
Nonrecoverable Advance......................................................36  
Non-SMMEA Certificates.....................................................117  
Non-U.S. Person.............................................................98  
Notes.......................................................................29  
OCC........................................................................117  
Offered Securities..........................................................29  
OID Regulations.............................................................80  
old partnership............................................................109  
Originator..................................................................18  
PAC.........................................................................33  
PAC I.......................................................................33  
PAC II......................................................................33  
Parties in Interest........................................................113  
Partnership Securities......................................................80  
Partnership Trust Fund......................................................80  
Pass-Through Entity.........................................................94  
Pass-Through Rate...........................................................31  
PCBs........................................................................71  
Permitted Investments.......................................................46  
Plans......................................................................113  
PMI.........................................................................75  
Pooling and Servicing Agreement.............................................42  
Pre-Funded Amount...........................................................22  
Pre-Funding Account.........................................................21  
Pre-Funding Period..........................................................22  
Prepayment Assumption.......................................................84  
Prepayment Premium..........................................................19  
PTCE.......................................................................115  
PTE........................................................................113  
Purchase Price..............................................................44  
Rating Agency..............................................................119  
RCRA........................................................................72  
Record Date.................................................................29  
Refinance Loans.............................................................18  
Registration Statement.....................................................120  
Regular Securities..........................................................81  
Regular Securityholder......................................................83  
Related Proceeds............................................................35  
Relief Act..................................................................75  
REMIC.......................................................................80  
REMIC Pool..................................................................80  
REMIC Provisions............................................................80  

Terms                                                                     Page  
-----                                                                     ----  
REMIC Regulations...........................................................80  
REMIC Securities............................................................80  
REO Property................................................................36  
Residual Holders............................................................90  
Residual Securities.........................................................81  
Restricted Group...........................................................114  
Retained Interest...........................................................52  
Revolving Credit Line Loans.................................................20  
S&P........................................................................114  
SEC........................................................................120  
Secured-creditor exemption..................................................71  
Securities..................................................................29  
Security....................................................................42  
Security Balance............................................................25  
Security Owners.............................................................39  
Securityholder..............................................................23  
Senior Certificates.........................................................29  
Senior Notes................................................................29  
Senior Securities...........................................................29  
Series......................................................................29  
Servicer.....................................................................6  
Servicers...................................................................42  
Servicing Standard..........................................................48  
Single Family Mortgage Loan.................................................18  
Single Family Property......................................................18  
SMMEA......................................................................117  
SPA.........................................................................25  
Special Servicer............................................................54  
Standard Securities........................................................100  
Startup Day.................................................................81  
Statistical Calculation Date.................................................6  
Step-up Rate Assets.........................................................17  
Strip Securities............................................................29  
Stripped Securities........................................................103  
Stripped Securityholder....................................................105  
Subordinate Certificates....................................................29  
Subordinate Securities......................................................29  
Subsequent Assets...........................................................21  
Superliens..................................................................71  
TAC.........................................................................34  
Taxable Mortgage Pools......................................................80  
Terms and Conditions........................................................40  
Texas Home Equity Laws......................................................75  
Tiered REMICs...............................................................83  
TILA Amendment..............................................................70  
Title V.....................................................................74  
Title VIII..................................................................74  
Trust.......................................................................29  
Trust Fund..................................................................29  
Trustee.....................................................................42  
U.S. Person.................................................................95  
UCC.........................................................................39  
Underlying Servicing Agreement..............................................42  
Underwriter................................................................114  
Unsecured Home Improvement Loans............................................17  
UST.........................................................................72  
Value.......................................................................18  
Voting Rights...............................................................55  
Warranting Party............................................................44  
Withholding Regulations.....................................................98  

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$411,512,000
(Approximate) 

Credit-Based Asset Servicing and Securitization LLC 
Seller

Litton Loan Servicing LP
Servicer

Asset Backed Funding Corporation
Depositor 

C-BASS Mortgage Loan Asset-Backed Certificates, Series 2004-CB1 

--------------------------------------- 
PROSPECTUS SUPPLEMENT 
--------------------------------------- 

Banc of America Securities LLC                            JPMorgan              
(Sole Lead Manager)                                      (Co-Manager)           

      You should rely only on the information contained or incorporated by
reference in this Prospectus Supplement and the accompanying Prospectus. We have
not authorized anyone to provide you with different information.                

         We are not offering the C-BASS Mortgage Loan Asset-Backed Certificates,
Series 2004-CB1 in any state where the offer is not permitted.                  

        We do not claim that the information in this Prospectus Supplement and
Prospectus is accurate as of any date other than the dates stated on the        
respective covers.                                                              

         Dealers will deliver a Prospectus Supplement and Prospectus when acting
as underwriters of the C-BASS Mortgage Loan Asset-Backed Certificates, Series   
2004-CB1 and with respect to their unsold allotments or subscriptions. In       
addition, all dealers selling the C-BASS Mortgage Loan Asset-Backed             
Certificates, Series 2004-CB1 will be required to deliver a Prospectus          
Supplement and Prospectus for ninety days following the date of this Prospectus 
Supplement.                                                                     

February 9, 2004